United Heroes Remix: Spider-Man: Battle for Remnant RX
by KingFrancisX
Summary: Celebrating the 3rd anniversary of the United Heroes series is the remake of the wildly popular Battle for Remnant. Save it or smash it. The battle for Remnant is on! Fully remastered to it's ultimate form! Join Spider-Man and his new friends Team RWBY, as they work together to save Remnant. And join the Green Goblin as he works to destroy it. Two eternal rivals! One amazing tale!
1. Prologue: The End

_Prologue: The End_

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3**

The multiverse is born from multiple universes. Worlds that exist in separate dimensions. They are what is known as parallel universes. Similar in a lot of ways to each other with a few key differences. But one of those parallel worlds is under siege. A world that is a "remnant" of its former self. A fairy tale brought to life, about to be consumed by death in its darkest hour.

"_**In the end…the Goblin Nation won."**_

A world with a broken moon. A world crumbling as the flames of war overtake the planet. Caused by a monster of another world that seeks to spread chaos and destruction in their ultimate path to power. _**"Just like everything else that I had accomplished in this 'pitiful' dimension. To a victory tune composed of a MILLION desperate screams. I am on the cusp of creating the 'perfect' universe. But not before I had the pleasure of watching my greatest ruse of all UNFOLD. Those 'Huntsmen'. They thought they could stop me. But they were wrong. They had no idea of the 'power' that I possess. The 'seed' that could destroy the universe. The last of the dying heroes burning away in their collapsing reality. Nobody can stop me. They were FOOLS to try. I am the Messiah! I…am your God!"**_

In this collapsing world exist a city burning to kingdom come. The citizens are in a panic as buildings collapse around them. The people are in a frenzy, running away from dark creatures of destructions and green demonic entities in battle armor. The creatures of destruction are coming in many dangerous shape and sizes destroying everything they come across. All while the green devils march on the streets as a unified army killing everybody and causing as much havoc as possible, spreading the chaos from this city to the next until all submit to the end.

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Main Theme **

Somewhere, in the middle of the city, there is a tall building with a large sign initialed, "S.D.C." But painted over those initials is disrespect green-colored graffiti. A sign that resembles the head of a "green goblin". Suddenly, flames erupt from rooftop of the building as a demonic entity menacingly walk out of the flames with his rock-like body with green energy showing from the cracks of their skin, with a skull-like face and reptilian wings protruding out of their back. This devil creature stands on the edge of the building overlooking the chaos that they themselves has wrought over this world.

The devil creature hauntingly opens their mouth, allowing steam to escape as their breath before it monologues with their deep, monstrous voice that would terrify the normal man. _**"I promised this world I would become its god. To tear it apart into a billion pieces. I was its end. And now all the power is mine. Ultimate Evolution. I am no longer Norman Osborn. I am no longer the Green Goblin. I am the ultimate. The great and immortal Goblin King. And after all these years, has finally defeated his greatest foe!" **_He raises his hand holding the ruined and burning mask of a friendly neighborhood spider-themed hero, while the Goblin laughs maniacally in his greatest accomplishment yet.

* * *

**Unknown**

In a dark empty void, there sit an elder woman on her spider-like chair. Blindfolded as she is blind. Yet has the strange ability to perceive visions. Her recent vision was that very dark future belonging to the Goblin. A vision that has left her uneasy each time she looks into it. That future is uncertain, but it is, however, likely. And if that future comes to exist, then everything will be lost.

"The visions are getting stronger every day…" She says, clenching onto her pained head. She puts her right hand forward to project a mystical web that acts as a TV screen for her showing a young red-and-blue costumed hero swinging through a city wearing that same mask that was burned in the vision.

"The time has come. Your greatest challenge begins…now." The woman known to a few as the mysterious Madame Web has seen the future, and pray her greatest champion could prevent the approaching universal disaster. And that champion's name is…the Amazing Spider-Man.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: This is it. The story to celebrate the 3****rd**** anniversary of the "United Heroes Series". It is time to remake my most popular (and probably most controversial) story ever, **_**Battle for Remnant**_**. Believe me, this has been a long time coming. I've been meaning to do this remake for quite a while. Personally, I felt the original story had a lot of flaws, but that was during my first year as a fanfic writer when I was trying to establish an identity for myself. Not sure if I found one or not. But it's been a few years. I'm older. A bit mellowed out. A little seasoned you could say. I think I know what I'm doing nowadays, so let's see if I can fix **_**Battle for Remnant **_**and remake it into the story that everyone seemed to love so much for some reason.**

**What to expect: Like what I had done with **_**Fate of Two Worlds RX**_**, the story for **_**Battle for Remnant RX **_**will be **_**largely **_**the same but with better and consistent dialogue, actions scripts, additional scenarios, yadda yadda yadda. I'm LESSENING the anime influence that was in the original (thank Christ). It's gonna be more "comic-booky" that'll be just as ridiculous. More usage of the RWBY OST, etc.**

**Think of this as a "bonus story" that co-alongside with my current work, the Celestial Trilogy (Rise of Apocalypse, Galaxy Quest, Doomsday), which also celebrate the 3****rd**** anniversary. **

**This story is an adaptation of the Nintendo DS video game, Spider-Man: Battle for New York.**

**Spider-Man (The Hero of Hope) and Green Goblin (The Villain of Chaos) are considered the "main characters" for this story as we follow their individual adventures and their inevitable clashes. Always did like that aspect from the original story, following the adventures of the hero and villain.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	2. Vol 1 Issue 1: Return of the Goblin

_Vol 1 Issue 1: Return of the Green Goblin_

**New York City**

**BGM-Spider-Man: Battle for New York OST-Goblin Theme 1**

Earth. The center of the multiverse. Home to the universe's mightiest heroes and villains. Most of them live in New York City, the city that never sleeps, because there's always something that keeps the city awake. And it's usually a villainous force lurking the shadow, waiting for their chance to strike.

In the depths of the Hudson River, there lies a decommissioned Helicarrier that crashed into the bottom of the ocean by one of the world's most dangerous villains. Norman Osborn. The ruthless CEO of Oscorp. He's more famously known as the violent madman, the Green Goblin. Always thirsty for power, Goblin used to be a maniac in a Halloween goblin costume, until recently he transformed himself into a demonic goblin monster. And now, he's performing another experiment. Hiding inside the crashed Helicarrier to create a new power that could change the world as we know it.

Osborn is sitting in his lab watching archive footage of his greatest nemesis, Spider-Man, and how the young upstart gained his amazing powers from a radioactive spider at Oscorp years ago. "Spider-Man…a fluke…a scientific anomaly. But what happens to someone whose physiology is conditioned to _thrive _when combined with _ISO_-Oz compound? What then?" Norman ask himself with a curious grin.

The mad scientist tinkers with a small device as he puts on the finishing touches while he continues monologuing, "My original Goblin Formula augmented my body to superhuman levels, but it was unstable. I then collected Spider-Man's DNA to create the Oz-compound in hopes of improving the formula. And while it had yield results, it's not enough. I _need _more power. That's where the ISO-8 comes in." He grabs a green crystal on the table to admire its cosmic beauty ripe with limitless potential. "No one knows what this is or how it _truly _came to be. All we know it was born during the 'Pulse' and has the ability to _multiply _the power of superhumans. And _more_. The power to _evolve_." He said menacingly.

Norman synthesizes some ISO-8 into a liquid and combines it into his Goblin Formula, filling up a vial with this new serum as he inserts it in his device. "The ISO-8 and the Goblin Formula. Mixed together should grant me _unspeakable _power. There's no reason to waste any more time. Let us begin."

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Main Theme**

A needle pops from his device as he pokes his neck with it, injecting himself with his newly-created ISO-Oz Formula. The intensity of this new serum rewriting his DNA causes Osborn to scream in pain and fall on his knees. His muscles start to expand while grunting from the pain while his face sweats profusely. Then, he cackles maniacally as if the test was a success. "Aaaaarrrrgh! YES! The power! I can FEEL the power coursing through me!" He looks ahead with glowing eyes made of fire as he wickedly smiles saying, "Now the only thing left to do is _test _my new power. And I know _exactly _the person who will test my latest evolution!" He continues to laugh manically, as his body begins to change into a hulking, green goblin-esque monster covered in flames as his roar shakes the entire Helicarrier, _**"RRRRAAAAAAAAAGGGRRR!"**_

**BGM End**

* * *

**Iron Dojo, New York City**

"For the record, I am COMPLETELY against this. This is a TERRIBLE idea! Is this a training session or a DEATH match?"

That joking remark came from none other than the Amazing Spider-Man, curiously dressed in a martial arts training outfit that shares his colors and design. The young hero stands in the center of a training dojo surrounded by his three martial art masters. Shang-Chi, the master of Kung Fu. Iron Fist, the living weapon. And Ryu, the wandering warrior of another universe. And all three of them are ready to train Spider-Man to the next level, even if they might break a few bones to toughen him up.

"Depends if you survive." Iron Fist quipped.

"Greaaaat. Do I at least get a last meal?" Peter joked.

"No. Begin." Shang-Chi immediately springs forward alongside the other masters to attack the unprepared web warrior.

"No, wait! I'm not ready!" Spidey shouted for his life.

**BGM- Ultimate Spider-Man (Game) OST- Hero Theme**

The masters attack Spider-Man at once, but the webhead was able to jump away from their powerful strikes at the last second as they start their training session. _'That was close! My name is Peter Parker. Most people know me as the Amazing Spider-Man. Got bitten by a radioactive spider, which led to nonsense like this or fighting criminals and supervillains that REALLY dislike me. About a month or so ago, I had one of my weirdest adventures yet. Got stuck in another dimension filled with animal people. Fought robots and dolls. And teamed-up with a talking blue hedgehog that can run at the speed of sound to save our universes from going KA-BOOM.' _He monologues while fending off his trainers' fierce attacks._ 'I wanted to take it easy, but SOMEONE thought that was a bad idea. Her name is Madame Web. Some creepy old lady who knows a lot about me but I don't know ANYTHING about her. She wanted to prepare me for something. Something big. Hence why I've been training with the best of the best to prepare for this "big threat". Hope I survive, because I'm up against Shang-Chi, Iron Fist, and even freakin' Ryu from that other universe at the SAME TIME, while I'm wearing inhibitors shutting off my Spider-Sense. I am going to die, then I'm going to kill that old lady for putting me in this situation!' _He jokingly freaks out in his mind.

Though at a disadvantage without his trusty Spider-Sense, Peter's training with his mentors has improved his fighting style to hold his own against all three fighting masters. "You're improving, Spider-Man. Just like your Spider-Sense, focus your chi and watch the world slow around you." Iron Fist advise as Peter manages to dodge one of his punches.

"Why can't I focus my chi to have iron fists like yours?" Peter quips, spinning a kick that was block by Iron Fist.

"I'll take you to K'un-Lun one of these days to see how you do against Shou-Lao." Iron Fist tries to leg-sweep the webhead off his feet, but he jumps over his attack and bounces off his block while trying to kick him. Ryu comes in with a strong side kick at Peter, who perfectly parries him and grabs onto his leg to throw him aside, just moments before back-flipping away from a strong punch from Shang-Chi.

**BGM End**

Peter stands exhausted as he takes a quick breather to regain his strength from the tough training session. "Your reflexes are improving." Ryu comments on Peter's improvement as a fighter.

"Still wish I could use my Spider-Sense during these training sessions." Peter said, rubbing the back of his head.

"You are training to fight _without _depending on your Spider-Sense. You can't always rely on it. You need to develop a fighter's instinct in case it becomes lost to you. But once you have completed your training and combine it with your Spider-Sense, you would be unstoppable." Shang-Chi stated.

"I don't know about being unbeatable. Untouchable maybe..." Peter quips as he takes a chug from his water bottle.

"If you stop focusing all of your energy into your mouth." Iron Fist remarks about his tendency to always joke during a fight.

Peter shrugs as puts down his water bottle, "Got me there. So what's the next lesson?"

"This next lesson will be your final lesson. The ultimate test of our new form of martial arts, The Way of the Spider." Shang-Chi said as they are close to perfecting The Way of the Spider, a modified version of Peter's own combat style with his masters' martial arts.

"All right. Strap on your magnetic boots and gloves and let's do this thing." Peter told his teachers.

"No."

"No?"

"It's time you faced an opponent with TRUE spider-powers. We have…a guest." Shang-Chi told his student about his final opponent.

"Spider-Man."

Peter looks at the door to see a strawberry blond-haired woman walking into the dojo in her black and white spider-costume. A spider-woman Peter instantly recognizes. "Julia? Julia Carpenter? You want me to go up against Arachne? Why?" He asks.

"Your new friend, Madame Web, wanted me to be your final opponent. Temporarily gave me the ability to see into the future. Ready?" Arachne replies as she gets into a fighting stance for a little sparring match against the webhead.

"What?! That's totally unfair! You have spider-powers AND can see into the FUTURE?!" Spidey asks in surprise, as he predicts his embarrassing butt-whooping since he believes he can't beat her without his Spider-Sense.

"Yup." Arachne smiled.

"See? She's already smiling! She KNOWS how this fight's gonna end!" Spidey complains as he takes his fighting stance. "Shang! This isn't a 'test'! This is IMPOSSIBLE!" He believed.

"We shall we." Shang crosses his arms as he stands alongside the other masters and watch Spider-Man and Arachne spar.

**BGM-Spider-Man: Web of Shadows OST-Tutorial Mission**

The two web warriors fight all over the dojo from the floors to the walls to even the ceiling. Julia's CSA and Avengers training is quickly pushing Peter to his limits, and with her new ability to see into the future, Peter could easily lose this fight since his Spider-Sense is shut off. So the hero decides to utilize his new kung fu moves and counterattack with the Way of the Spider, finding himself fighting evenly with Julia's future-reading combat style.

"Excellent, Spider-Man." Arachne compliments his new fighting style.

"Are you kidding? I'm not landing a single hit!" Peter said as he tries to kick Julia, but she effortlessly dodges it.

"Yes, and neither am I! Even though your Spider-Sense is shut off, you've replaced it with a true fighter's instinct." Arachne says, as the combatants stop their sparring session on the ground.

**BGM End**

"Good job, Webs. You almost got me there." Julia told him while panting a little.

"No I didn't." Peter quipped.

Julia smiles, "I know."

"Good job, Spider-Man. You have mastered a new fighting style never before seen in this world. Your training is complete." Shang said with a smile, proud of his student.

"Does this mean I can go home now? It's getting late and I don't want my aunt to worry." Peter asks, while taking off his power inhibitors and puts on his regular costume as he grabs his Iron Spider backpack from the floor.

"Open a portal back to my world and you're free to go." Ryu said, wanting to return to his home dimension.

Peter puts on his special wristwatch called the Dimensional Travel Watch, powered by ISO-8 to allow him to travel between dimensions. "Easy peasy. With my DTW, I can open portals to any dimension. Thanks for everything, Ryu." He thanks his trainer, who replies with a smiling nod as a portal open for him to return to his original universe.

**BGM-Marvel's Spider-Man (PS4) OST-City of Hope**

With his training complete, Spider-Man jumps out of the dojo and enjoys a relaxing swing through Manhattan, approaching the top of a building that has a stone gargoyle that he lands next to for a conversation.

"Hiya Bruce, how ya been?" Peter asks the gargoyle, who he knows doesn't talk but is helpful when he wants to think out loud. "Yep, figured as much. City's looking beautiful tonight." He casually says while marveling at the quiet peaceful night of his favorite city in the whole world. "Wish I knew what Madame Web is preparing me for. Why I had to train with martial artists and learn about my 'inner self' and stuff like that? If it's to prepare me for some big world-ending threat, why not call the Avengers? I'm just your friendly neighborhood Spider-Man. Sure I saved the world several times, but am I really the right guy for this?" He glances at Bruce again before remarking, "You're right, Bruce. What am I supposed to be worried about? I'm the Amazing Spider-Man! I've always come out on top! I can handle anything!" He said to encourage himself.

**BGM End**

At that moment, Peter's Spider-Sense returns to warn him about a building set ablaze several blocks from his position, "Like that burning building with some people trapped inside." He nonchalantly jokes. The webslinger attaches a web to the nearest building, "I'll be back soon, Bruce. Hold the fort until I get back!" and swings into action.

The fire department has already arrived on the scene evacuating civilians from the burning apartment while trying to douse the flames with water. _'The fire department's already here. Better see if anyone still trapped inside.' _Peter thought.

The webslinger swings through a glass window inside the top of the burning apartment. "Is anyone still here?!" Peter shouts.

"AAAAAAAAH!" The scream of a terrified fat woman caught Peter's attention as he moves pass the flames to see the person wrapped with a large cloak with their back facing the hero.

"I'm gonna get you outta here!" Spidey carefully dodges the falling debris as he gently moves closer to the scared civilian. "It's okay!" He assures her as he's about to touch her.

The second he touched her, she turns around with her cloak to reveal she's not a woman, or even a man. But a goblin. A hulking, demonic monstrous goblin that roars at Spidey's face, _**"RRAAAAAAGH!" **_and punches him through several doors through the burning building.

**BGM-Ultimate Spider-Man (Game) OST-Venom Suite 1**

"_**You're pathetically predictable. Like a moth to the flame." **_Green Goblin smiles creepily at his eternal rival while taking off the cloak.

Spider-Man's eyes widen in shock to be confronted by his most hated enemy of all time again since their last encounter a while ago. "The Green Goblin? I thought you were in jail." He remarked.

"_**As if Fury could ever hold me for long. I've missed you, Peter." **_Goblin grins, as he's well aware of Spidey's secret identity for as long as they've been enemies.

"And I missed when you were a crazy madman in a Halloween costume." Spidey quips as he stands confronting his nemesis.

Goblin roars while charging up the flames emitting from his body to unleash a powerful explosion that launches Spidey outside through a window on the other side of the building. Spidey crashes onto the streets seconds before he is confronted by the flaming Green Goblin looming over his body. _**"Come. It has been awhile. Let us have a little fun." **_Goblin laughs manically as he rampages through the city.

"Ah great." Spidey quips tiredly as he stands up.

**BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown**

The flaming Goblin makes massive leaps through the city as he frightens civilians away with his presence. He leaps away from Spider-Man chasing him and laughs while throwing homing fireballs at the wallcrawler to keep him off his tail. Spidey dodges the fireballs as he swings as fast as he can to stop Goblin from destroying the city. "Yeah, this is _exactly _what I need in my life right now. _Then again_, it has been almost two hours since I last feared for my life." Peter joked.

"_**Eat this!" **_Goblin throws three large fireballs at Spidey, who jumps over them from a swing.

"Thanks, but I had a fireball for LUNCH!" Peter quipped.

"_**Then can you stomach THIS?" **_Goblin spotted a billboard on a building and jump towards it to punch it down to the streets, causing it to pin down incoming traffic and slowly crush the drivers inside as he flees laughing.

"Those people are gonna be crushed if I don't get them outta there. I don't get it. What's going on? Why is he doing this?" Spidey wonders what is Osborn planning with this rampage.

Goblin keeps on throwing fireballs at Peter, forcing him to dodge and hurry to save civilians. He blinds Norman's eyes with his webbing to give himself enough time to lift the wreckage off of civilians. "Everyone out of the pool!" He shouts as they run out of their cars to safety.

**BGM End**

"There. That's everyone. Now where's Norman?" Spidey glances around the area searching for Osborn, but he's nowhere to be seen. He just vanished. The webhead jumps to a building to stick on to get a better view where he might be, but still nothing. "Awwww, where did he go? I _hate _it when this happens. Because everything _this_ happens, something even _worse_ happens about two seconds-." Suddenly, his Spider-Sense tingles too late as the hero is bombarded by several fireballs that knock him off the building unconscious.

Goblin stomps down next to Parker and looms over his unconscious body with a sinister grin, _**"You never stop talking, do you, Parker?" **_Osborn mocks with a sinister laugh as he carries Spider-Man to an unknown location.

* * *

**Later…At Osborn's Hellcarrier**

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

The unconscious Spider-Man was brought Osborn's secret hideout, left inside a large room while still wearing his Iron Spider backpack. Peter groans as he slowly wakes up inside the crashed Helicarrier, clenching onto his aching head as he stands on his feet. "Ugh…Where am I?" He asks while looking around his unknown surroundings.

"_**Welcome aboard the HELLcarrier, Spider-Man! The last place you'll ever step foot in!" **_

Spider-Man spot Goblin standing on the upper ledge of the room as he jumps down to personally confront him. "The Hellcarrier?" Peter question the name.

"_**You remember the Helicarrier that I crashed a while ago? This has been my new home. Remodeled to fit MY specifications. It has EVERYTHING that I need to tear this city apart." **_Goblin told him.

"What are you planning this time, Osborn? What do you want from me?" Spidey glares at his nemesis.

"_**I just need your help to test out a little something." **_Goblin answers vaguely.

"And if I don't want to?" Spidey remarked.

"_**Then I'm afraid the SHIELD satellites that I have hacked into will target all of your loved ones and fire a laser from space that'll destroy them instantly. Like your precious Aunt May and the Watson girl. All it takes is a push of a button." **_Goblin shows the hero a remote that'll allow him to control SHIELD's satellites and use them to kill Peter's loved ones.

Peter is furious at Osborn for threatening his family like that. "Don't you DARE, Osborn! How many times are you gonna threaten them, you freak?" He angrily yanks the controller away from his hands with his web and crushes it under his heel, enraging the genetic monster.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

"_**As many times as I need to until you're DEAD!" **_Goblin furiously throws a barrage of fireballs at Spider-Man, who uses his amazing reflexes dodge most of them perfectly. Irritated he's not landing a hit, Goblin leaps closer and brutally punches Peter in the stomach, causing him to cough blood as his head is grabbed and ruthlessly thrown at the wall.

"You…were never THIS strong before." Spidey comments, noticing something is different about Goblin this time around.

"_**That is the power of my newest serum. The ISO-Oz Formula. It has made me INVINCIBLE!" **_Goblin hurls a monstrous fireball at Spidey, but the hero jumps over it as it explodes.

"You combined ISO-8 with the Goblin Formula?! Are you THAT crazy, Osborn?! It's bad enough you used my DNA for your formula, but don't you know how dangerous ISO-8 is?! Octavius almost destroyed the world with an ISO-made Cosmic Cube because he couldn't control it!" Spidey retorts, swinging through the air while barraging his web bullets on Osborn, who blocks most of them with his fiery aura.

"_**I am smarter than Octavius could EVER be! The cosmic energy of ISO-8 is working in complete harmony with the Oz-compound! My power is evolving PAST its limitations! No one can stop me!" **_Goblin leaps into the air to furiously slam the wallcrawler onto the ground. _**"I will DESTROY you and SHIELD once and for all! I will annihilate EVERYONE who has stood in my way! I will RULE the criminal empire with an iron fist and take over this city!" **_He boasted.

Peter grunts as he stands back up to have another serious go at Osborn. "Not while I still stand, Osborn! I still have ONE trick that'll put you in your place! You're gonna love it!" Spidey flies into a dizzying blur of attacks onto Osborn, striking him at his nerve clusters and pressure points as his spider-speed and spider-strength work in harmony with his Spider-Sense to overwhelm Goblin while he remains untouched.

"_**What the?! What IS this?!" **_Goblin furiously questions Peter's new move.

"It's called the Way of the Spider! But I like calling it the Spider-Fu!" He says, painfully elbowing Goblin in his face while smacking him away with a powerful hook kick. "You can't win, Osborn! Prepare for another defeat!" He declares this the end of their battle.

Goblin roars monstrously and reels back his left fist as it's being charged with ISO-8 energy combined with his flames. _**"I am not beaten! NOT YET!" **_He dashes towards Peter at frightening speeds as he's ready to punch him into oblivion with his ISO-flaming punch.

With little option left, Spider-Man blocks the attack with his arms while still wearing the DTW on one of them. Goblin punches his arms, accidently cracking the DTW and overloading it with his ISO-8 energy. As Peter is pushed back, he notices his dimensional wristwatch has malfunction and is going haywire with energy.

"Uh oh. My dimensional watch. Osborn, what did you do?!" Spidey asks, as he tries to regain control of his watch and shut it off.

**BGM End**

The device starts acting on its own as incredible amount of energy burst from it, striking the insides of the Hellcarrier as the whole ship starts shaking from the uncontrollable energy. _**"I don't understand. What is going on? What have you gotten us into?" **_Goblin asks Peter, blaming him for this situation.

"You're blaming ME?! YOU'RE the one who punched my watch!" Peter retorted.

"_**Well consider it payback for destroying my remote!" **_Goblin shouts back.

A strange white light starts to emanate from his watch as it slowly consumes him and Goblin. "Oh this is SO not good-!" Peter remarks with a great worried expression on his mask before the arch-rivals were consumed by the light. The light continues to grow as it consumes the Hellcarrier itself. The big bright light was seen by everyone in the city as it emits from deep below the Hudson River, taking the battleship away to an unknown location with Spider-Man and the Green Goblin along for the ride.

"WAAAAAAAAAAH…!" Spider-Man scream as he disappears in the light.

"_**AAAAAAAAAAAAAH…!" **_Goblin yells as he also disappears in the strange light.

* * *

**Vale, Remnant**

**BGM-Spider-Man: Into the Spider-Verse OST-Peter Enters the Spider-Verse**

In some strange future-fantasy world different from Earth, a large rift in the dimensional fabric opens in the night sky above a large city on the western coast for everyone to see. The unstable dimensional portal causes a minor earthquake as it unleashes a mighty shockwave that blacks-out the city, temporarily shutting off all technology for miles. While everyone is distracted by the random black out, no one could see Spider-Man explode in an energy burst out of the portal, tumbling and careens through a blur through the city until he found himself crashing onto a forest of red-leafed trees. Peter lies on the ground unconscious with his Iron Spider backpack sitting next to him. And while he's unconscious, some strange beasts pick up his scent and are ready to leap out of the shadows to kill the unconscious hero with the grim claws.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: This might come off as a little bias, but I consider this a MASSIVE improvement from the original chapter. Much better dialogue that introduces the main characters and the overall story. Like I've stated before, there will be changes to the plot such as the omission of the fake Aunt May kidnapping subplot that was in the original. There was already an Aunt May subplot in **_**Fate of Two Worlds**_**. No reason to do that again. **

**Next time: Welcome to Remnant! Hope you survive the experience!**

**Question of the Chapter: Do you consider this chapter as an improvement of the original?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	3. Vol 1 Issue 2: Welcome to Remnant

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Just another normal night as the amazing me. My arch enemy, the Green Goblin, escaped from prison and wants to give me another aching headache. He combined the new cosmic substance called ISO-8 with his Goblin Formula to increase his powers, and possibly make him even crazier. As if he wasn't a big pain before. Luckily, my new Spider-Fu was putting him in his place until he accidently broke my dimensional wristwatch. The thing overloaded and opened a portal to another world. Don't know where or how I'm gonna get home, but I don't need a Spider-Sense to tell it's gonna be another of _those _adventures again.**

**BGM End**

* * *

_Vol 1 Issue 2: Welcome to Remnant_

**Forever Fall, Remnant**

Spider-Man lies down somewhere in a forest unconscious after exploding into a new, unknown universe thanks to an accident during his fight against the Green Goblin. His eyes start twitching as he groans himself awake, shaking his aching head while sitting on the grass. "That's the last time I bring a watch to a fistfight. I passed out. Where in the world am I?" He asks himself while rubbing his head.

The teenage hero stands from the grass scanning his surroundings, noticing it's night and deduce he landed in a dark red-colored forest. "It looks like I'm in a forest. Did the explosion blow me all the way to Central Park? Or is this what heaven looks like?" He jokes. He looks down at the grass as he spots his Iron Spider backpack lying on the ground next to him. "My Iron Spider backpack." He says as he picks it up to check for any damages. "Looks a little damage, but nothing I can't fix. Tony would be a little angry if I broke his gift after one month of barely using it."

**BGM-Spider-Man: Web of Shadows OST-Goop Everywhere**

As he puts on his backpack, his Spider-Sense tingles as it senses something from the bushes next to Peter. _'Spider-Sense tingling. Could it be Goblin?' _He looks at the bushes to see two dark creatures that resemble wolves slowly approaching him. Peter takes a step back quipping, "You're not Goblin. Maybe one of his pet wendigoes? I dunno. You smell worse than them."

One of the creatures lunge ferociously at Peter, but he jumps above it as the creature crashes onto a tree. "And dumber than them." He quips. The other wolf creature tries to slash Peter to bits, but the hero ducks under its claws and kicks it away in the chest, "Too slow!" The first monster recovered from crashing onto a tree and lunges to attack Spider-Man again. Peter jumps away in time and grabs the creature with his webbing to throw it at the other monster. "Bad monster things." He quipped.

**BGM End**

Curious about these creatures, Peter approaches them but was shock to see them die as they evaporate into black smoke. "That was weird. What _were _those things? What in the world is going on?" He asks while wildly confused on his current predicament.

_"Hello, Spider-Man."_

"GAAAH!"

**BGM-Sonic Adventure OST-Theme of Tikal**

Peter jumped back in a fright when he heard a mysterious voice that sounded oddly familiar. He looks around and spots the astral projection of an elderly woman sitting in her own spider-like chair appear before him. "You're…Madame Web!" Peter recognized his new spider-mentor.

_"It's been a while, hasn't it, Peter? I see you are doing well." _Madame Web said.

"If you count almost getting blown up and eaten by werewolves as 'doing well'." Peter quipped.

_"Those 'werewolves' were the Creatures of Grimm. Soulless creatures created by a dark entity that feast on the negativity of others." _Madame Web explain to him about the Grimm.

"Great. Then I am a buffet for these things." Peter jokes, referring to his terrible Parker Luck. "Care to tell me where on Earth I ended up?" He asks the psychic.

_"You're not 'on' Earth anymore." _Webb replied.

"Saywhatnow?"

_"You have arrived in Earth-7929. The world of Remnant. That ISO-8 explosion brought you to this world. It's quite a miracle you survived the dimensional transit the way you 'exploded' into this reality." _Madame Web answered, telling Parker that he's in another dimension.

"I'm in ANOTHER universe?! AGAIN?! Why couldn't I have ended up in a world filled with supermodels?!" Peter jokingly complained.

_"Focus, Parker. The situation is more serious than you think. The dimensional rift you traveled through was unstable. Not only you traveled into this parallel world, but you were blown back several months in time." _Webb told him.

"I time traveled TOO?! Just my luck! As if being stuck in another dimension wasn't complicated enough!" Peter complains as he looks at his DTW, which was destroyed during his fight against Goblin. "Oh, yeah. I'm _definitely_ stuck here. My ISO-Watch is broken! I can't get out of here! Wait. Maybe _you _can take me home." He looks back at Madame Web with hope.

_"No I will not." _

"Why not?! You're talking to me face-to-face, aren't you?!" Peter retorts.

_"This is just my astral form, and I have come to tell you that the next phase of your training is about to begin." _Madame Web told him.

"What more training do I need? I already learned the Way of the Spider from the best fighters on Earth." Peter argued.

_"There is much to learn for a stubborn student such as yourself." _She mocks the young hero. _"Your 'greatest challenge' will require you to learn the concepts of this new world and uphold them with your own ideals. In return, you may be surprise what you learn about yourself." _Madame Web foreseen his destiny.

"What are you talking about? What challenge?" Peter questioned the old lady as he has no idea what she's talking about.

_"Go to the City of Vale and do what you do best." _Madame Web said cryptically before her astral form vanishes in front of Peter, leaving him an amazing view of the nightly-lit city of Vale.

"Wait! Come back! What about Goblin? What happened to him?" Spidey tried to ask her about his nemesis' current whereabouts, but the psychic has long disappeared from this dimension. "She's gone. And she's supposed to be my mentor? She kinda suck at the job. And I still have no idea what happened to Goblin. He was there when we were consumed by the ISO-explosion. Maybe he ended up in another dimension or didn't make it. Madame Web said it was a miracle that I survived. Just as long he's not here or on Earth to hurt my love ones, I don't care if he was blown outside the multiverse." Peter takes another look at this new city as he's curious about the differences and its culture. "Vale, huh? Let's see what you got for me." He remarks as he swings out of the forest towards the city.

**BGM End**

* * *

**City of Vale**

**BGM-Spider-Man 3 (Game) OST-The City #5**

Peter found a nice alleyway to switch to his civilian clothing as he walks out to the night of the sidewalk carrying his Iron Spider backpack on his back. The outworldly teen looks around his new surroundings, curious to what Vale has that is not found in New York City. _'So this is Vale. Not too shabby. Liking the architecture. Looks a little European.'_ He walks through the town center as he passes by two civilians talking about the recent blackout.

"What do you think that blackout was all about, huh? And that weird hole in the sky?" A man asks his buddy.

"Dunno, man. Maybe the Schnee Dust Company's testing out some new Dust for a fireworks show." The other man replied.

_'That blackout must've been caused by me when I "exploded" into this dimension. Talk about a grand entrance.' _Peter jokes in his mind.

The hero continues walking as he passes by a lady with fox ears and a man with bat wings on his back and other strange people that look human but have the traits of animals, much to his shock. _'Animal people exist in this universe too?' _He then looks to the sky and notices the planet's moon is partially shattered. _'And their moon was blown in half? Am I sure I'm not in Mobius again? I'll know if I meet a talking blue hedgehog. Or a kid that can run super-fast.' _He joked.

After some time exploring the city, Peter approaches one of the local libraries that could help him in his quest. _'This looks like one of the local libraries. Yes. Just what I needed.' _He smiles, only to learn the library's closed as he tries to open the door. _'And of course. It's closed. Just my luck. How am I supposed to learn about this world now?' _He asks himself, slightly frustrated.

Approaching Peter from behind is an old woman with dog ears as he asks the young man of his troubles, "Excuse me. Do you need help?"

Peter turns around to answer the woman about his troubles. But when he faced the woman, his own face went into shock as this dog-eared lady reminds him of someone very dear to him. "Aunt May?" He remarks as this woman looks an awful lot like his Aunt May.

The dog-eared woman raises a confused eyebrow as she's obviously not the May he knows. "I'm sorry. I think you are confusing me for someone else. My name is May Burnside." She introduces herself to Peter as Aunt May's Remnant counterpart.

Peter rubs his hair in embarrassment, "Oh, sorry. You did remind me of someone else. My name is Peter Parker." He introduces himself with a handshake, which she kindly accepted.

May smiles, "It's nice to meet you, Peter. I see you were trying to enter the library. Unfortunately, we had to close early because all of our technology shorted-out during the blackout." She explained.

"Sorry about that." Peter apologizes since he was the one who inadvertently caused the blackout.

"What do you need to be sorry for?" May asks, unaware this kid is from a completely different dimension.

"Oh, I just feel _sorry _you had to close so early. I was hoping to learn more about the city. I'm kinda new here." Peter quickly corrects himself to hide his identity.

"Where are you from?" May asks as they start walking together.

"Uh, New York." Peter said awkwardly.

"Never heard of that city before. Is it a city from another kingdom?" She asks him.

"It's _outside _the kingdoms." Peter replied, which is pretty true in his case.

"I see. Well then, welcome to Vale. Walk with me to my apartment as we talk. What do you want to know about our fair city?" May asks him.

"Now that you brought it up, I'm actually a little more interested about these kingdoms. What are they about, exactly? How many are there?" Peter asks the librarian.

"The _four_ kingdoms have existed in Remnant for several decades. There's Vale, Mistral, Vacuo, and Atlas. They are our safe haven from threats like the Grimm. Though we still suffer from criminal activity within the kingdoms. Luckily, each kingdom is protected by Huntsmen who are trained to protect our world from such threats." Burnside explained.

"Huntsmen? Are they like…superheroes?" Peter questioned.

May chuckles, "There're not like the heroes you read in comic books. To become a Huntsman, you must attend one of the primary combat schools in the kingdom before you can apply to a Huntsman Academy. Once you graduate and gain your Huntsman license, you are free to find employment through the use of mission boards. Are you planning to attend Beacon Academy?" She asks him.

"No. I already have my hands full with another job. But I've been meaning to ask. Why do you have dog ears?" Peter asks her another question.

"You never met a Faunus before?" May responds with a mildly surprise expression.

"I've met _something _similar." Peter remarks, recalling his meetings with the Mobians of Mobius.

May frowns as she explains to him about the Faunus, "Faunus are just like Humans but with the traits of animals. A lot of humans are frightened by our appearance, which has led to our race facing discrimination for years."

Peter frowns after hearing about the racism against Faunus as he reminded of the Mutants back on Earth. "I'm sorry to hear that. Don't you guys have someone trying to prove Faunus aren't as bad as people make them out to be?" He asks her.

"We do. The White Fang." Burnside answered.

"The White Fang? Who are they?" Peter kindly asked.

May replies, "A Faunus Activist Group. Or, that's how they used to act. Before they were a peaceful organization created to improve relations between Humans and Faunus. But when we still faced discrimination, the first high leader stepped down and was succeeded by a new leader, who led the White Fang to adopt more radical methods that are becoming a threat to public safety."

"So they became terrorists." Peter remarks with a serious face.

"I'm afraid so." May said sadly. "My husband and I were long-time members of the White Fang before things changed. We decided to move to Vale to start a new life. See what we can do to help those in need."

Peter feels bad for the Faunus woman, moreso since she reminds him so much of Aunt May and feels like he needs to do something to help her and this city. "Isn't there someone out there trying to stop the White Fang?" He asks her.

"The police are doing everything they can, but criminal activity has increased considerably thanks to crime boss, Roman Torchwick. Between him and the White Fang, even the local Huntsmen are having their hands full." May explained.

_'Is that so? Sounds like they could use some help.' _Peter thought with an idea in mind.

After several minutes of walking through the city, the two arrived at the entrance into Burnside's apartment. "This is my apartment." May says as she takes out her key to unlock the door to her home.

"Thanks for everything, Mrs. Burnside. I've learned a lot from you." Peter smiled.

"You're welcome, Peter. Do you want to come inside for dinner?" Burnside said with a kind smile of her own.

"No thank you. I have somewhere else to be right now. Perhaps another time." Peter replied.

"Alright. Take care of yourself, Peter. You look like a good kid." May said, wishing him well.

"You too, Mrs. Burnside. Stay safe." Peter waves goodbye to the sweet, old lady as he walks out of the building.

**BGM End**

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

Peter runs determinedly into the nearest alleyway to jump between the walls as he climbs to the rooftop that gives him a good view over the city. He takes off his civilian clothing as he changes into his hero gear, _'Mrs. Burnside is such a nice lady. She reminds me so much of Aunt May. That's why I can't stand the thought of someone as kind as her being hated on simply for having dog ears. I gotta do something about it. I can feel it with my Spider-Sense. This city is overrun with thugs and nutjobs. My arrival in this dimension caused that blackout and left the city vulnerable. Easy to be exploited by this Torchwick guy and the White Fang. This is my fault and my responsibility. Meaning it's my job to take these thugs out and return this city to peace. Alright Remnant. Let's see what you have in store for your friendly interdimensional Spider-Man!' _He states after putting on his costume and swings into the night of the city.

**BGM End**

Spider-Man swings high and wide over the city while searching for anyone that could use a hero right now. His Spider-Sense tingles when he heard the sound of a woman screaming, "AAAAAHHHH!" and zips to that direction, spotting a Faunus chipmunk couple about to be mugged by three human thugs. "Please, leave us alone! We have kids!" The Faunus man pleaded.

"I got a dog. And a dog Faunus as a pet." One thug remarks.

"You have dogs? That's a homer." The other thug laughed.

Spider-Man drops down behind the thugs with a quip to get their surprised, and rather strange attention when they see a teenager dressed in a red-and-blue spider-suit. "I envy you guys. You're happy just being walking clichés. Seriously, good for you. But c'mon guys, leave the cute couple alone." He shrugged.

**BGM-Ultimate Spider-Man (Game) OST-Open City 1**

"Who the hell are you supposed to be, punk?" A thug tries to punch Spider-Man in the face, only to be left utterly shock when his punch was easily caught with one hand.

"The guy who's gonna knock you right off your socks." Spidey quips as he leg-sweeps the goon before he could react and kicks him at a trash can, easily knocking him out.

"You darn kid! You tryin' to be a hero?!" The second thug rushes to punch him, but Peter easily vaults over his head while blinding him with his webbing.

"That's what it says in my business card." Spidey remarks snarkly as he finishes off the thug with a spinning kick that pummels him to the ground.

The remaining thug tries to attack the webslinger from behind, but he simply disappeared from his sight at the last second as if he could teleport or have super-speed. "So fast! Where did he go?!" The mugger frantically looks around for the wallcrawler.

"Peek-a-boo!" Spider-Man suddenly appears with a fierce swing-kick to the face that knocks him off the ground. Peter grabs him with his webs and throws him onto the wall where he'll be left stuck there until the police arrive to arrest him and his buddies.

"That was barely a workout." Spidey mocks the down muggers, then looks at the Faunus couple that were amazed by his abilities and the fact that a costumed stranger protected them. "Are you two okay?" He asks them.

The couple nods as the woman says, "Yes. Thank you. Who are you? Are you a Huntsman? Or a student from the academy?" She asks of his occupation.

"Nope. I'm just your friendly neighborhood Spider-Man! Call the cops on these guys, will ya? I got other people that need savin'." He revealed his identity before swinging away to stop more trouble.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Spidey Skychase**

The next item on Peter's list of crimes to stop is a robbery of a nearby jewelry store. Several thugs are inside pointing their guns at the scared cashier putting his arms up. "Open the safe! Do it!" A thug threatens to shoot the cashier if he doesn't listen to his demands.

Spider-Man lands behind the see-through glass window and casually knocks on it, frightening the thugs as he greets them nonchalantly, "Hey fellas."

"Who the hell is this kid?! A Huntsman?!" A thug asks frantically.

"Who cares?! Shoot him!" Another thug fires at Spider-Man through the window and shatters it, giving the webslinger the chance to yank his pistol right out of his hands and hurl it back at his head with concussive force knocking him out.

"Just wanted to say hello." Spidey jokes as he webs the other thugs. "Let's take this outside." He yanks them out to the streets where it's much easier to kick their butts. The thugs fire everything they have at Spidey, who easily leaps back into the air to spray them with webbing. Peter zips to a target in midair and knocks him out before immediately launching another goon into the air with a powerful uppercut, sliding under another thug before yanking the aerial goon right down on top of him, knocking both of them out.

His Spider-Sense suddenly alerts him to a car of thugs stopping right next to him as they come out to deal with the vigilante. "More of 'em? Guys, if you worked this hard at a legit job, you wouldn't need to be criminals." He jokes while avoiding their gunfire.

"You're gonna regret this, Spider-Freak-!" A thug shouts before he was kicked in the face by the webslinger.

"Sorry. Could you speak a little louder? Didn't hear you while you were kissing my foot." Spidey joked.

"What kind of Huntsman IS this guy? I never seen him before!" One of the thugs said as he's a little nervous to continue fighting this mysterious hero.

"Is he part of the White Fang? Never fought a Faunus THIS strong before." Another remarks in fear before being webbed to the floor.

"Not a Faunus or a Huntsman. Something more amazing. I'm the spider who has come to liven up Vale with his _sensational _personality." Spider-Man leaps into the air, spinning a mighty ball of webbing that frightens his enemies as they get smash by his large attack.

The small crowd of civilians that saw Spidey fight cheered for their new hero for stopping the thugs and making Vale a little safer. As he hears police car driving into the scene, the webhead leaves behind the crooks in a web hanging from a lamppost. And when the cops came to arrest them, they notice a sticky note that reads, "FROM YOUR FRIENDLY NEIGHBORHOOD SPIDER-MAN!"

"Spider-Man?" The cop raised a curious eyebrow as he's going to have to get used to Vale being protected by this web-swinging vigilante from another world.

**BGM End**

**BGM-Sonic Unleashed OST-Chip's Memories**

Spider-Man swings to a rooftop for a little breather and reflect on recent events. "That felt good. Nothing like laying the smackdown on criminals to forget that I'm stuck in another universe." He lets out a big sigh and takes a seat on the ledge. He gazes at the night sky in silence, looking at the stars and shattered moon that slowly remind him of home. "The sky at night is the same…The stars too…And if the moon wasn't shattered, I'm sure it would look the same as the one on Earth…" He reminisces the events that brought him to Remnant. His fight against the Green Goblin. How the ISO-8 explosion brought him into this new world. With no friends or family to communicate with. Leaving him all alone and feeling very somber. _'It was the ISO-8's power that brought me here. And it sounded like Madame Web knew I'd come here. That I'm destined to be here. All alone…But for how long?' _He closes his eyes at the thought of being alone in an unknown world.

**BGM End**

His thoughts are suddenly interrupted when he heard a male announcer nearby, "Ladies and gentlemen, please welcome…Weiss Schnee." Peter turns to the direction of the voice and spots an amphitheater nearby. He swings closer to the theater as he lands on another rooftop. He then sees a spotlight shining on a girl his age dressed in a formal white dress with a barely visible scar over her left eye.

**BGM-RWBY OST-Mirror Mirror**

"This looks to be some charity event. Is that girl about to sing? I wonder how good she is." Peter wonders as he hears someone playing the piano as Weiss is about to sing.

As the crowd finally settle down taking pictures, the young girl closes her eyes and begins to sing a quiet, but wonderful song, "Mirror, tell me something. Tell me who's the loneliest of all…?"

Peter was struck speechless as he hears her sing and found the song quite nice, _'She's amazing…Yet this feels oddly appropriate how I was just contemplating my loneliness.' _He remarks as he stops talking to continue listening to her soothing singing.

The music begins to build in volume and tempo as Weiss continues singing the lyrics to keep up with the tempo, "Mirror, tell me something/ Tell me who's the loneliest of all? Fear of what's inside of me; Tell me can a heart be turned to stone? Mirror, mirror, what's behind you? Save me from the things I see! I can keep it from the world. Why won't you let me hide from me? Mirror, mirror, tell me something. Who's the loneliest of all? I'm the loneliest of all."

**BGM End**

Weiss closes her eyes as a gentle shower of snowflakes drop on her and receives a roar of applause from her audience. Even Spider-Man is clapping for her wonderful performance. "That was spectacular! Haven't heard someone sing like that in a long time. Thank you. That cheered me up quite a bit." He thanks the girl for her music as he smiles behind his mask.

His Spider-Sense tingles to alert him of a runaway car full of thugs causing some midnight havoc on the streets. "That's the end of my break." Peter quips. He takes one last look at Weiss as he wonders if he'll ever see her again before swinging away from the amphitheater.

Weiss opens her eyes and looks around as if in a daze, then peers up at the slightly-shattered moon above while getting the feeling she saw someone watching her from a rooftop. _'Was someone there?' _She asks herself, having no idea it was Spider-Man she sensed.

**BGM-Spider-Man 3 (Game) OST-The Mad Bomber (Minigame)**

She dips her head and bows to the crowd before walking off the stage. She enters her limo as her driver asks about her next destination. "Where to?" He asked.

"Take me to the SDC Vale Facility. I want to pick up some Dust before I move to Beacon in a few days." Weiss replied.

The driver lets out a little creepy laugh that got Weiss suspicious, "Sure thing."

"You don't sound like my regular driver. Who are you?" But as Weiss try to get a closer look at the man in front, her limo was suddenly filled with knockout gas that causes her to drop unconscious.

The mystery man takes off his filtering mask that protected him from the gas to put on a mask over his eyes that resemble the Grimm. "Don't worry, princess. By the time you wake up, you're gonna WISH you stayed asleep." This thug is from the White Fang and they have big plans for the unconscious Schnee girl.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: A little more streamline than the original chapter with Peter learning more about Remnant as he starts fighting crime. **

**Next time: Explosive meeting!**

**Question of the Chapter: What unique concepts do you want to see implemented in this remake?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	4. Vol 1 Issue 3: Feel the Burn

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! So I'm stuck in another dimension, **_**again**_**, and have no idea how to get back home. Madame Web said being in this Remnant world will help me prepare for some "great challenge". Might as well spend time knocking out crooks and learning more about this White Fang. If they're anything like A.I.M. or HYDRA, then I **_**might**_** be a little over my head if **_**I**_** could take them down alone. But when has that little fact ever stopped me from doing what I do best? Gotta find out what they're planning before someone gets in trouble.**

**BGM End**

* * *

_Vol 1 Issue 3: Feel the Burn_

**SDC Vale Facility**

**BGM-Spider-Man 3 (Game) OST-The Mad Bomber #1**

'_Ugh…W-Where am I? Is something…burning?' _Weiss slowly wakes up to the smell of smoke as her eyes widen in utter shock while finding herself tied to a bomb inside a burning office room. "Hey! What's going on?! Why is everything on fire?!" She yelled, struggling to get loose from her restraints while still in her formal dress.

She hears a villainous man laughing near her dire position and turns her head, spotting the villain wearing a dark blue uniform and a unique Grimm Mask that makes him look tough. This villain stands alongside others that dress similar but look more like his goons. "Looks like the little heiress is awake. Enjoyed your nap?" The masked villain taunts the girl.

Weiss snarls angrily as she recognizes the people who have kidnapped her from the charity event. "The White Fang! You were the freaks who gassed me earlier!" She stated.

"The name's Morris Bench. An enforcer of the White Fang. And its time for you and this building to go bye-bye." He introduces himself to the heiress.

Weiss continue her struggles to get loose from the chains as she asks, "Where did you take me?!"

Bench replies as he crouches and taunts her by holding up her chin, "The SDC Vale Facility. That recent blackout opened the opportunity for us to blow it sky high. Don't bother trying to escape. Those chains are strong enough to hold down a Beowolf and your Aura is nearly depleted from the flames. Your family has been at war with the White Fang a little longer than I would've liked. You humans think you're so _better _than us. Think you can push us around to do your dirty work so we could get ourselves _slaughtered_," He tauntingly chuckles at her face as he stands up saying, "Well, that's all about to change. Melt like an ice princess and burn in hell! You and the rest of the Schnees!" He said menacingly as the White Fang move out of the burning room while Weiss fails to break out of her chains.

"I left my weapon in the car, and this heat is making it hard to concentrate with my Semblance. SOMEBODY HELP ME!" Weiss yells, while her face sweats profusely from the intense heat.

Outside on the rooftop of the facility, Bench and his men ride a Bullhead to escape the premise. Bench takes a seat to relax as one of his underlings approach him for permission on another part of their plan. "Light it up." Bench gave him permission to do it, as the goon salutes him and presses a button that causes more of the building to blow up, trapping more innocent civilians inside as the White Fang make their escape victorious with some very useful Dust.

**BGM End**

* * *

**A few minutes earlier…**

Thugs are frantically fleeing through the streets in their car while trying to escape pursuit from the police and Vale's new heroic vigilante. "Did we lose 'im?!" The scared driver asks his partner.

"I think we lost 'im!" His frightened partner in crime says as he looks out the window for any sign of the mysterious hero.

"Lose what? Your driver's license?" Suddenly, Spider-Man jumped onto the front of the car startling the two horrified thugs.

"AH! It's the bugman!" The driver shouted in fear.

Spidey wastes no time grabbing the goons and throwing them outta the car, "It's _Spider-Man_. Does anybody in Remnant not know what arachnids are?" He quips while webbing the thugs onto the buildings, then attaches two weblines onto a building as he stomps his feet in front of the runaway car and uses his amazing strength to slow it to a halt.

With that small crime taken care of, Spider-Man swings away while allowing the police to arrest the criminals while still trying to figure out who the webslinger is and his origin. "City's lookin' a little safer. Not sensing any new crime yet." Peter talks to himself as he lands on a rooftop. "But I haven't run into anyone in the White Fang. You would think a global and highly dangerous terrorist group would show their hand during a night like tonight."

**BGM-Spider-Man 3 (Game) OST-The City #2**

His prayers were unfortunately answered as his Spider-Sense alerts him to the massive explosion coming from the SDC Vale Facility near his position. "An explosion? What could've caused that?" He wonders while staring at the burning building. His Spider-Sense then alerts him to the same Bullhead that is carrying Morris Bench flying away from the scene. "Whoever caused it is flying away in that airship. I'll track it down later. I need to hurry and save the people inside the building."

He backflips to the edge of the roof and creates a large web slingshot that'll fly him to the top floors of the facility. "Here goes nothin'!" He launches himself high through the sky as he crashes through a window. _'Gotta see if anyone is trapped in here. Then I can find out who's responsible for this mess.' _He thought.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Gang War**

Spider-Man runs out the room to find himself in another but on fire and is being guarded by two goons of the White Fang, who look at the strange spider-hero. "Who's this creep?" One of them asked.

"Funny. I was gonna ask you guys the same thing." Spidey quipped.

"We're loyal members of the White Fang! Join our cause or die!" The other goon points their gun at the unfazed webslinger.

"Ah. So _you're_ the White Fang. You look 'bout as ridiculous as HYDRA with the goofy masks and the weird animal features." Spidey mocks them as he flips forward kicking one down, then leg-sweeps the other before swiftly kicking him away in the chest.

Spidey continues down the hallway as the explosions start tearing the building apart, with one of them blowing a hole into an office room. "I've loved what they've done with the place." Peter sarcastically say as he runs through the hole. He jumps across the room into another where everything is one fire except for the glass walls he can crawl on. "What would I be without my spider-powers? I'll tell ya. I'd be…man. That's not a name that strikes fear in his enemies." He jokes while crawling on the windows and exit through a door, finding himself in a large conference room as he encounters more White Fang goons, some which are women.

"Did anybody ever tell you girls that those masks make you look fat?" Peter joked.

"How dare you! Get 'im!" A girl goon retorts angrily, as everyone charges at the jokester with their weapons in hand.

"C'mon, guys and girls. I was only being honest." Spidey jumps over their heads and sprays a thick wad of webbing on their feet, immobilizing them.

"Get this stuff off of me!" A W.F. horse Faunus retorts while having trouble moving from the webbing.

"Hold your horses, horseman. It'll come off in like an hour." Spidey quips while using his speed and agility to take them all out in rapid succession. As he finished them off, the ceiling blows up as a few more soliders drop down to fight the hero. "More of you?! I'm beginning to think you're desperate for my autograph." He jokes while dodging all of their gunfire and sword swings with his graceful Spider-Sense.

"You're a spider Faunus. Why fight us when you should be joining us? Work with us to take revenge on the Schnees." A solider tries offering the wallcrawler a position in the White Fang while unloading his machine gun weapon on him.

"Sorry, but I'm allergic working with terrorists and killing Germans. I'm my own amazing team." Spidey quips while webbing the debris to be used as a dangerous whip that he swings around and around, smacking it on top of his enemies like a hammer until they are all knocked out. "Funny. All my victories come by knockout. They never go to the judges' score cards." He jokes after finishing off the small army of Faunus.

"And then there were none. I should see if anyone else is trapped in here." Spidey charges up a long jump as he launches himself through the hole in the ceiling into a burning room with trapped civilians, some who are ordinary people and some who are regular Faunus folk.

"Help, somebody help!" A Faunus woman yelled from behind a wall of fire.

Peter leaps over the fire with grace and speed as he grabs the woman and assures her, "Don't worry! I'll get you to safety!"

The woman holds onto him as Spidey jumps over the fire again and puts her down next to the fire exit. "Take these stairs and get out of here! I'll handle everything here!" Spidey tells her to escape.

"Thank your kind soul you were here to save me." She thanks him as Peter jumps over other fire pits to save several more workers and quickly takes them to safety. "I don't know who you are, but thank you so much for saving us!" A worker thanks the webslinger.

"Just doing my job. Now get outta here! I'll handle the White Fang!" Peter points him to safety as his Spider-Sense starts to alerts him to more W.F. goons rushing at him from a door.

"Get the guy in the tights!" One of them said.

They charge at Peter, only for him to backflip into the air away from their attack before quickly web-zipping back to the ground in a diving kick that knocks out some of them. "Didn't anyone ever tell you starting a fire in a building with highly sensitive and explosive equipment was a BAD idea?" He jokingly asked.

"That was the plan." One of them replied.

"Not a great plan." Spidey remarks while knocking them out with a fierce roundhouse kick.

'_These goons are really slowing me down. Gotta keep moving.' _The webhead rushes into the next room to find more goons and a hostage tied to a ticking bomb. _'That guy is tied up to a bomb! I have to free him quick!' _Peter quickly blinds the goons with his webbing and uses his Spider-Fu to instantly knock them out in a flash. "All my training with Shang-Chi is finally paying off. I feel stronger and faster than ever before." He stops talking as he moves to free from victim from the bomb. "I'll getcha outta there." Peter says as he uses his incredible strength to easily break the chains and freeing the worker.

**BGM End**

"Thank you, but you have to hurry!" The worker says as he rushes to unlock a door from a control panel.

"Why?" Spidey wondered.

"Listen, these crazies have chained the heiress of the Schnee Dust Company to a bomb up ahead. I can give you access to the next room. Hurry!" He tells Spidey to hurry and save the heiress.

"No problem." Spidey promises to save her as the worker flees to the fire escape.

**BGM-Spider-Man 3 (Game) OST-Shared Tension (Part 2)**

Spider-Man jumps through the hallway with his spectacular agility avoiding everything exploding around him, which isn't looking too good for his health as he starts coughing badly. _'This place is gonna be the death of me if I don't hurry.' _He jumps into the next room that is completely on fire except for the small area surrounding Weiss Schnee, the same girl Peter saw singing earlier and is apparently the heiress that is attached to the bomb ticking to her doom. _'That girl…she was the one I saw singing during that charity event. She's the heiress to this entire company?' _He thought with a surprise tone in his head.

As she failed to break free from her chains again, Weiss notices the wallcrawler on the upper ledge next to the door. "Wha…Who are you? Are you here to rescue me?" She asks with a strange look as she never seen a hero dressed in a bright spider costume before.

"I am! Now hold on!" Spidey hops over the large fire zone and lands next to Weiss and the bomb she's chained to.

"Hurry! This bomb is set to go off at any moment!" Weiss urges him to cut her loose.

"Give me a sec!" Peter easily snaps the chains setting her free as he helps her stand like a gentleman, but then the fire grows intense as the bomb is about to blow.

"We need to get out of here!" Weiss hurriedly tells him.

Peter glances at the bomb that has only seconds left before detonation, leaving him with only one option for their survival. "Grab hold!" He quickly carries Weiss as he launches himself through the giant window behind them.

**BGM End**

The bomb immediately goes off as that entire floor goes up in flames. The massive crowd below the tall building noticed the explosion and then spot Spider-Man and Weiss falling high from the top floor as they gasp worriedly for their safety.

"WAAAAAAAAHHHHHHHH!" Weiss screams her head off while clinging onto Spider-Man for her dear life.

**BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2**

"Fasten your seat belt! It's gonna be a bumpy ride!" Peter quickly fires out two weblines to the nearest building to stop themselves from falling. The people below saw that amazing action and loudly cheered at Spider-Man for saving the heiress of the Schnee Dust Company.

"Huh…" Weiss blinks her eyes open as she is shock to see they aren't falling anymore. "We're still alive…?"

"Thanks for flying Air Spidey!" Spidey joked to lighten the fact they jump out of a burning building.

**BGM End**

Spider-Man slowly descends themselves from his web as they reach the ground. During their descent, Weiss stares silently at her mysterious hero, utterly amazed by abilities she had never seen before and extremely curious about his true identity as he looks to be the same age as her. They reach the ground behind the barrier of police and Huntsmen telling the crowd to back away from the crime scene while Weiss' real limo driver rushes to check on her.

"Are you okay, Miss Weiss? I am so glad you are okay! Forgive me that I was knocked out while the White Fang hijacked the limo. Your father would've be furious at me if something happened to you!" He apologizes.

"I'm okay. No need to apologize." Weiss told her limo driver before turning her attention to her webslinging savior. "I don't know how to thank you." She said to him.

"I'm just glad you're safe. You gave an awesome performance at that concert earlier." Spidey smiled behind the mask, shocking Weiss that he was the one secretly watching her sing at the concert.

'_That was him? Who is he?' _She thought.

Both teens notice dozens of reporters breaking through police line so they could have an exclusive interview with Vale's new hero. "Gotta go. I'm a little camera shy when it comes to the paparazzi." Spidey jokes, attaching a webline to the nearest building as he's ready to swing.

**BGM-Spider-Man: Web of Shadows OST-Web of Shadows**

"Wait!" Weiss stops him for a moment. "Before you leave: Who are you? A Huntsman? An operative in the military?" She asks about his identity.

"I'm just your Friendly Neighborhood Spider-Man. Catch ya on the flipside." Spidey introduces himself to Weiss, saying goodbye with a winking two-fingered salute before swinging proudly into the night.

The paparazzi goes wild taking pictures and recording as much footage of the mysterious vigilante swinging away on his spectacular webs. Weiss continues staring in silence at the sky where the amazing webslinger is swinging through as she thinks about him. _'Spider-Man…' _She said while imprinting his name into her memory, as this is an encounter she will never forget for the rest of her life.

**BGM End**

* * *

**Beacon Tower**

Inside an office high above the clouds that affords an impressive view of the surrounding night area, a middle-aged man with tousled silver hair and thin brown eyes and dressed in a black and green suit is watching the news of Spider-Man from his tablet. He takes a sip from his mug of hot cocoa before staring curiously at the footage of Spider-Man. "Spider-Man, huh?" He remarks with a small smile, as he seems curious to meet this hero really soon.

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Not many changes from the original. Should point that out. The next chapter, certainly will be a little more different.**

**Random65: Peter was in a relationship with Yang starting with Volume 2.**

**superjoeyf721: The second Spider-Man, and later Green Goblin, entered Remnant, the entire RWBY timeline was **_**slightly **_**altered to fit their presence. Meaning, Weiss was never in danger in the original RWBY timeline, but the Parker Luck caused her to be in danger now.**

**Next time: Webbed from the shadows! Enter the black cat!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	5. Vol 1 Issue 4: The Black Cat

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! I've only been in this dimension for like five minutes and already buildings are blowing up. The White Fang attacked a company facility in the city and left everything on fire. Naturally, I came to save the day and beat up the goons. I also saved that heiress girl who sang at that concert earlier. She's pretty good. Time for me to close out for the night and wonder how I'm gonna deal with the White Fang next time.**

**BGM End**

* * *

_Vol 1 Issue 4: The Black Cat_

**City of Vale**

**BGM-Spider-Man 3 (Game) OST-The City #5**

The sun rises to a bright and beautiful morning in Vale after the disastrous explosion at the SDC Vale Facility caused by the White Fang last night. Thankfully, the people were saved and the White Fang were stopped by the mysterious vigilante now known to the public as Spider-Man. No one knows who he is or where he came from, or if he's friend or foe. Peter is thankful they don't know where he's living right now as it's quite embarrassing for an amazing superhero like himself sleeping on a bed inside an abandoned apartment room.

A stray black cat finds itself inside the apartment where Peter is sleeping. The adorable little kitten meows as she jumps onto his bed next to his web-made blanket, meowing again so Peter could slowly wake up and notice the lost kitten.

Peter groans tiredly, "Felicia, what happened to you? You've gotten smaller since I last saw you. Still looking cute though." He jokes as he wakes up with a loud yawn, stretching his arms as the cat jumps on the floor meowing at the young hero. "You lost, little guy? I know how that feels. How 'bout I get dressed so I can help you find a new home. Would you like that?" He asks the kitten.

"Meow." The stray cat says happily, causing Peter to chuckle with a smile as he's looking forward doing something a little small this morning.

**BGM End**

* * *

**Later in the city…**

**BGM-Spider-Man 2 (Game) OST-Ballad in the City**

Spider-Man swings joyfully through the city with his new cat friend living inside his Iron Spider backpack. The webhead zips to the side of a building as he runs across it, making large leaps to several other walls to run along before zipping and hollering through the air. He swings close to the streets, greeting passing civilians and cars with his amazing acrobatics before ascending into the air on his web and point launch for additional speed.

"There should be an animal center somewhere nearby. Hold on, little buddy, I'll find ya a new home in these neighborhoods. I'm pretty _friendly _like that." Spidey jokes to his meowing cat. While swinging, the webslinger notices he's being chased by two news Bullheads recording his every move. He lands on a nearby rooftop and stares at a cameraman filming him on live TV.

'_Great. The press. Ever since I saved that heiress girl last night, I've suddenly become Mr. Popular for the news. Starting to miss JJ making me Mr. Unpopular. I don't have time for this.' _Spidey thought. He hides a sly grin behind his mask as he flips off the roof and quickly creates a slingshot to hurl himself through the air to escape the news copters, as they continue following him.

Spider-Man swings faster to give himself a considerable distance away from the press, but they aren't letting up as they continue chasing him to learn more about the mysterious vigilante and his secret identity. The cameraman finally gets a good shot of Spidey as his ride was able to catch up with him. "Okay. You wanna play? Let's go." He says to the camera as he performs a massive web-zip that rockets him farther away from the cameras and performs some stylish aerial tricks before gaining more speed with his swings, impressing the audience watching this live footage of the webslinger.

"Are you getting this?" News reporter of the Vale News Network, Lisa Lavender asks her cameraman riding the same Bullhead as her.

"Oh yeah." The cameraman continues pointing his camera at the speedy webslinger, who is definitely winning this little race.

Peter chuckles cockily while looking back at the slowpokes, "Too slow." His Spider-Sense suddenly goes off as he looks ahead in shock of a third Bullhead and narrowly zips to the side of a building to cling on. Now the annoyed spider has three news airships surrounding him for an eager interview with him. "Are you nuts?! I could've crashed right into you! STOP chasing me! Someone's gonna get hurt if you keep this up!" He berates the reporters.

"Spider-Man! Do you have a statement for the public?" Lavender asks the mysterious hero as all cameras are on him now.

"Yeah." Having no other choice, Spidey clenches onto the handles of his backpack to have it morph and encase him in red and gold spider-armor that utterly stuns everyone watching this live feed in awe. **"I have an armored suit, and you don't." **The armored Iron Spider quips before going supersonic into the sky with his jet boots, completely leaving the Bullheads eating the dust of his speed as they have no hope of catching up with him in his new armor.

"Is that some…Iron Spider armor? Who IS this Spider-Man, and how has he come in possession of technology that seem totally out of this world?" Lavender asks the audience through her cameras.

Meanwhile, the armored Spider-Man flies above the clouds where no one can find him. **"Maybe because I'm not **_**from **_**this world and I built this armor with one of the smartest guys in my dimension. Was it not obvious?" **He remarks to himself.

**BGM End**

"Meow." The stray cat meows casually somewhere hidden inside the back of his armor after the sudden transformation.

"**Sorry about that, kitten. It was the only way to lose 'em. But we're safe up here." **Spidey brakes almost instantly above the clouds. He then uses his hi-tech, on-board sensors to pinpoint the nearest animal shelter in Vale, **"Found an animal shelter down below. Once I take you there, I can focus stopping the White Fang and Torchwick. Hold on tight, little buddy." **

Spidey descends back into the city to find the best hiding spot to change his clothes. He lands in a dark alleyway as he morphs his armor back into a backpack. He puts down the cat out from his bag so he could change out of his costume in peace. The cat watches him change until she sensed something else out of the alleyway and runs out to check it out, much to Peter's shock. "Hey! Where're you going?!" He asks the stray while in the middle of changing.

The cat runs to the sidewalk and meows adorably at a fair-skinned young girl with wavy black hair and amber eyes, wearing a black and white outfit with a black ribbon tied with a large bow on the top of her head. The mystery girl notices the stray and stares at it, "Huh? Are you lost?"

"Hey! Where did you go?!" Peter shouts as he runs out of the alleyway in his civilian clothes and spots the stray next to the ribbon girl.

"Is she yours?" The girl asks him.

"No. She's a stray." Peter replied. The stray cat purrs as she rubs her fur on the girl's soft ankle stockings, causing her to smile and pick up the little kitten. "And she seems to like you pretty good." Peter smiles at his age mate.

"I am kind of a…cat person." She says with a small smile, while it also seems like she's hiding something but Peter doesn't notice it.

"Same here. Black cats seem to _love _me. And make my life crazy with their antics." Pete jokes about Felicia Hardy, the Black Cat, who happens to be a thief and his ex-girlfriend.

"Is that so?" The girl remarked stoically.

"Name's Peter Parker." He introduces himself while offering a handshake to the girl.

"Blake Belladonna." She introduces herself while shaking his hand. "If this cat's not yours, what are you going to do with her?" She asks him.

"I'm taking her to the animal shelter nearby. Took some time to find it. This city's a little crazy." Peter replies as he starts walking with Blake to the animal shelter.

"It's been that way since last night with that weird hole in the sky and the blackout. And then this Spider-Man person shows up out of nowhere saving people and fighting the White Fang. No one knows who he is or where he came from or what side he's on." Blake converse about the webslinger, unaware that he's standing right next to her.

"I think it's pretty obvious he's on the side of good." Peter replied while hiding his identity from her.

"You sure? He showed up after the blackout. Could he have caused it?" Blake ponders.

"Maybe it's a coincidence. Blackouts happen in this city all the time, right?" Peter responds.

"Not ones caused by a huge hole in the sky. I've been hearing rumors that he's a former member of the White Fang, but I never heard of a spider Faunus THAT strong before. This guy can stop cars with his bare hands and his webbing is as strong as steel." Blake said, curious about Spider-Man's abnormal strength.

**BGM-Spider-Man 3 (Game) OST-Daily Bugle #1**

Meanwhile, the two walk into the animal shelter with the stray cat as Peter remarks to her comment, "Worry about Spidey later. Let's help little miss stray here feel comfy in her new home." The two approach the counter to the talk to a black man named Howard that runs the shelter. "Excuse me. We found a stray cat outside. You mind giving her a home here?" Peter asks the man.

"Sure thing. Give lil' kitten to me." Howard says, as Blake hands the cute cat to his new owner. "Don't worry. I'll make sure she'll feel right at home." He promised them.

"Thank you." Peter replied.

Blake takes a moment to look around the small shelter noticing the different kinds of animals that live inside cages. She spots different kinds of cats and dogs, which make her a little nervous for some strange reason. But what got her attention was 12 cages that were left wide open.

"Why are some of the cages open?" Blake asks the shop owner.

Howard puts the stray cat inside her own little cage as he answers her question, "Thugs broke in here last night during the blackout trying to steal some money and my pets. The police came and arrested them, but 12 of my pigeons were let loose into the city during the scuffle. I've been looking everywhere for them, but with my bad leg and all..."

Feeling responsible for accidently causing the blackout that let loose his pigeons, Peter frowns as he offers his assistance. "You know what? I know someone who gets around. How 'bout you give me your number and he can keep an eye out for them?" He offered, shocking the shop owner and Blake with his kindness.

"You'd do that? Aw thank you. If you have any luck, please give me a call. The name's Howard." Howard hands Peter a piece of paper that has his phone number.

"I'll keep you updated." Peter nods as he leaves the shelter with Blake.

"Who do you know that has the time and ability to search an entire city for lost pigeons?" Blake asks how his 'friend' could possibly accomplish such a feat.

"I know a guy. Trust me. He's willingly to do anything to help others. I'll see ya later. I have work to do." Peter says his goodbyes before running to parts unknown to Blake.

The bow on her head twitches oddly as Blake stares curiously at the running teen with her arms cross, as she seems pretty suspicious on the identity of his friend, "Hmm…"

**BGM End**

* * *

**Short while later…**

**BGM-Marvel's Spider-Man (PS4) OST-** **Pigeon Chase (Helping Howard)**

A lost pigeon flies through the air of the city minding its own business, that is, until it was grabbed by a webline and yank into the hands of the Amazing Spider-Man that had been chasing it for some time.

The pigeon frantically tries to escape Peter's grasp and even left bit of a stain on his suit trying to escape. "Stay still! I'm trying to take you home!" Peter said to the bird. He takes out his cell phone to call Howard that he found one of his pigeons, "Hey, Howard? This is Spider-Man. A kid told me you needed help finding your pigeons. Managed to find one. Left a stain on my suit…"

Howard was a little shock to hear Vale's new hero is the one helping him find his pigeons, _'Spider-Man? You're that new hero everyone's been talking about. Thanks for helping me out. Give him a pat on the head and point him to the shelter. He'll find his way.'_

"No problem. I'll do the same for any others I find." After Spidey hangs up the call, he simply pats the pigeon's head while pointing in the direction of the animal shelter. The pigeon understands and flies back home, making Peter's job much easier.

"One down, 11 more to go. It is my _responsibility _to catch these pigeons! Hope no one heard me say that…" Spidey jokes as he swings around Vale searching for the remaining pigeons.

The spectacular webslinger spends the next few hours tracking down the lost pigeons in the city. It wasn't easy. Some were pretty fast and knew routes to escape his webs. One grouped up with other birds flying around. One flew over a crime scene that forced the webhead to quickly beat down the White Fang causing the ruckus before catching up with the bird.

Night eventually fell while the spider has found all but one pigeon, who is proving to be the most difficult to find as he hasn't found a trace of it yet, "It's getting late. Where could that last pigeon be? Don't give up, Parker. Maybe if I focus on my spider-sense, I could-."

**BGM End**

Suddenly, his Spider-Sense tingles too late as his webline he was swinging on was cleaved into two and causes him to fall. The webhead screams as he falls onto a rooftop, rolling on the floor at the last second to break his fall. "Who the heck did that?" He asked himself.

"I've been looking all over for you, Spider-Man." A familiar-sounding girl said from the shadows.

"Who?" Spidey turns to a water tank and was shock to see his newest friend, Blake walking out of the shadows confronting him while holding her signature weapon, the Gambol Shroud. _'Blake? Why in the world was she trying to kill me?' _Peter wondered. He pretends he doesn't know her as he jokingly asks her, "Do you interrupt all hard-working heroes trying to find lost pigeons before dinner?"

"Chase me." She simply said, confusing the webslinger.

"Uh, why would I do that?" Spidey asks, but Blake doesn't give an answer. Instead, she starts running away and leaping from rooftop to rooftop, much to Peter's added confusion. "Hey! Where're you going?!" He shouts, firing off a webline to reluctantly chase her through the city.

**BGM-Spider-Man 2 (Game) OST-Black Cat Chase (Part 1)**

Blake leaps onto a rooftop to run as fast as she can away from her pursuer. She glances back to see Spider-Man right on her tail while he's still confused about this whole ordeal. "I don't have time to play with you, kid." Peter told her.

"We're around the same age. Why are you calling me a kid?" Blake questioned him while leaping onto another rooftop.

"Because I'm mature enough NOT to cut off a man during his swing." Spidey quipped.

Blake leads the wallcrawler to a building still in construction for a mysterious reason. She performs some neat tricks through the construction site and leaps off a scaffolding to another rooftop. Spider-Man ones up her using some impressive parkour that quickly gets him through the construction site and catch up with her.

"Not bad." Blake compliments his skills.

"I try." Peter quips, running alongside the wall of the building she's running on top. He tries a web-zip from the wall to catch her, but she leaped away before she could be caught. "What's the meaning of this? Why do you want me to chase you? I have my own problems to deal with right now." Spidey asked.

"I want to test your speed and agility." Blake replied.

"Why?" Spidey remarked.

"No special reason." The mystery girl responded.

"If it's speed you want, I'll give it to you." Spidey point launches from a roof to gain tremendous speed and uses some incredible web-zipping tricks that's about to land him right on top of Blake.

**BGM End**

"Gotcha!" Spider-Man is about to catch her for some answers, but just as he touched her on the roof, she just disappeared into thin air. Almost as if that was a shadow he touched, "Wha?"

**BGM-Spider-Man: Web of Shadows OST-Black Cat Chase**

Suddenly, Blake kicks Spider-Man out of nowhere, knocking him across the large rooftop as the webslinger quickly reorients himself and slides with his hand on the ground to brake before being knocked off the building. "Now to test your strength and skill." Blake gets into a fighting stance as she confronts the webslinger with her blade unsheathed.

"Lady, you have no idea what you're getting yourself into." Spider-Man remarks as he takes a fighting stance of his own.

Blake dashes at the webslinger and tries to slash him with numerous strikes, but the webhead easily avoids them all with his amazing reflexes. "What was that earlier anyways? A clone? I hate clones. I dealt with enough of that with the Jackal." He quips, quickly leaping away from another slash to web her feet which is followed by a web strike. Blake blocks his kick with her blade, but the impact had enough force to blow her off the webbing and across the roof.

Noticing Spider-Man is a little stronger than she thought, the girl morphs her gun into a pistol that impresses the webhead, as she starts shooting at him relentlessly while he flips and dodges her bullets. "Your sword can turn into a gun? That's pretty cool. But aren't you a little young to be playing with guns." He jokingly quips as he yanks her gun away, irritating Blake enough to cause her bow to twitch, which got his attention. _'Was I seeing things? Her bow just twitched. Is she hiding something under there?' _He wondered.

Blake rushes at Spidey with a war-cry as they duke it out with hand-to-hand combat. Spidey holds the advantage with his spider-skills and tries to leg-sweep her, but Blake jumps over his attack and drops kick him away so she could grab her gun from the floor and turn it back to a sword. "Why do all the cute girls I meet on rooftops always try to kill me?" Spidey quipped. Blake doesn't say a word as she fires off an energy wave from her sword at Spidey. He jumps over it but was immediately caught by her ribbon and was fiercely slammed to the ground. "Unless your ribbon is made of Adamantium, it can't hold me." He quips as he easily breaks free from her ribbon. "But this will hold you!" And then webs Blake, yanking and spinning them around to leave her open for a ground combo that sends her flying.

The young girl manages to cut the webbing off of her body as she confronts the webslinger that she has come to underestimate during their battle. "Not bad. You're stronger than most spider Faunus out there. Stronger than most Faunus I dare say." She stated.

"Why are you trying to kill me?" Spidey asked her.

"I'm just curious. Are you a former member of the White Fang?" Blake asked him.

"You're kidding, right? Why would I ever hang out with those losers? I work on my own." Spidey replied.

"How about that armor I saw you wear on TV? Where did you get your hands on advanced technology like that?" She asks another question.

"I _built _it. With some help from a friend of course." Spidey remarked.

"I see." Blake says while silently switching to her gun and fires another barrage at the webhead. Spider-Man is losing his interest in this fight as he uses his spider-sense to calmly dodge the bullets as if they're moving in slow motion. He goes for a web-strike on Blake, but she disappears after creating an ice clone that'll freeze him upon touch. Unfortunately for her, Spidey easily sees through her trick with his Spider-Sense as he vaults over the ice clone and grabs it with his webbing, throwing it at the real Blake hiding in the shadows.

"Sorry. That trick won't work on me a second time." Spidey told her.

"How?" Blake asked.

"Girl, I fight a lunatic in a bubblehead that does that trick all the time. Now let me show ya a trick I love. I call it the Crawler Assault!" Spider-Man dashes towards Blake and unleashes a flurry of berserker punches and flips before finally finishing her off with a kick that blows her away.

**BGM End**

Blake lies on the ground in utter defeat, having completely underestimated Spider-Man and finding him a lot stronger than she initially thought. She groans on the ground but was shock to see Spider-Man offering his hand to help her on her feet, "I gotcha."

"Thank you." Blake kindly accepts his hand and stands with him.

"That was a nice workout you gave me. You're not half bad." Spidey compliments her skills as a fighter.

"You were holding back the entire time, weren't you?" Blake noticed.

"If I went all-out, I probably would've killed you in the first minute, and I don't like killing new friends that I just met." Spidey joked.

"You mean tonight, or earlier at the animal shelter?" Blake smirks at him, who looks shock that she suspects his true identity.

"Uh, we never met at an animal shelter." Spidey lied.

"Not while you were in costume, Peter…" Blake reveals that she does know his secret identity, much to his added shock. "Calm down. I haven't told anyone else who you are." She stated.

Seeing no point hiding his identity from her anymore, Peter takes off his mask in front of Blake. "Have you been stalking me, 'cause that's not cool." He remarks.

Blake apologizes as she explains, "Sorry. I told you I was curious about Spider-Man and had the feeling you knew something. My suspicions told me to check in with Howard again and he told me that my 'friend' _knew _Spider-Man and was helping him save his pigeons. No one else in the city knows where Spider-Man came from or where he disappeared to after the explosion at the SDC building. No one knew how to contact him until I met you, who just happens to know him like he is his best friend."

"Anything else?" Peter crosses his arms.

"I also heard you call yourself 'Parker' earlier." Blake casually remarks.

Peter sighs deeply, "I should really stop talking to myself."

"So, may I ask: What exactly _are _you? Are you really a Faunus?" Blake asks him a question that's been bothering for some time now.

"No." Peter simply answered.

"So you're a human with a spider-based Semblance?"

"A what?"

"You don't have a Semblance?" Blake questions him with a confused look.

"Listen, it's complicated. I'm a human mutate. A 'cross-species'. A metahuman. Had my DNA altered by a radioactive spider bite, and now I can do everything a spider can." Peter briefs her on his origin.

"A metahuman? So…you're neither human OR Faunus? You're something completely different. I never heard of people like you before." Blake remarks in shock.

"That's why I wear this costume so I won't freak out people when I do my hero thing, and to protect the people I love." Spidey quipped.

Blake frowns as she looks away from his face sadly, "I understand. I'm similar in that regard."

"Is it whatever you're hiding behind that bow? I saw it twitching during the fight." Peter points to her bow that is hiding her true identity.

"Yes…" Blake sadly nods as she starts pulling at the ribbons on top of her head. She took a hold of it with her right hand, revealing black cat ears that stand out a little bit, which leaves her a little embarrass in front of Spider-Man.

"Cute cat ears." Pete said to make her feel a little better and not ashamed of her heritage. "So you're one of those Faunus I kept hearing about lately. I understand why you're hiding your heritage. You guys been having it rough for years. Faced all sorts of discrimination and racism that you don't want to go through again. I can relate." He said somberly.

"Really?" Blake questions him with a slightly surprise expression.

"Where I'm from, people see me as a menace and believe I'm a danger to society, when all I want is to simply help the little guy." Peter replied.

"So why continue going out as Spider-Man if the public fears you?" Blake asks him an important question.

**BGM-Captain America: Civil War OST-A New Recruit**

Spider-Man stares at the entire city from the rooftop, standing firmly as he explains to her why he is Spider-Man, "When you could do the things I can, but you don't, and then the bad things happen, they happen because of you. I don't care what the public thinks of me. I'm gonna do what I think is right. It doesn't matter what the newspaper say, or the politicians, or even the whole world. They don't define who you are. You do. And not by your words, but by your actions. One day, people will treat me as a hero. One day, Humans and Faunus will get along peacefully. Until that day comes, we keep moving forward, and we keep fighting." He glances at Blake with a serious expression.

Blake couldn't believe the speech she just heard. A man she can relate with the same pain and criticism of the outside world. A man that has instantly gained her respect and someone that has inspired her to continue fighting for the right cause. Tears stream down from her eyes as she wants to break out crying, but Peter comforts her by gently touching her shoulders.

"You gonna be okay?" Peter kindly asks her.

Blake wipes away her tears and gives him a sincere smile full of hope, "Yeah…Thank you."

Peter smiles for her before putting on his mask, "What are friends for? If you excuse me, I have a lost pigeon to take home."

"No need. Found him before we fought and took him back to the shelter. Howard was more than grateful for your help." Blake smiled, as she was the one who found the last pigeon.

"Thanks, B. Now I forgive you trying to kill me earlier." Peter joked, which got a small chuckle from the faunus. Just then, they both hear police sirens going off on the streets and spot several police cars chasing hijacked cars. "Looks like I'm needed. Wanna be my sidekick and help me out?" He jokingly asks her.

"Not today. I'm taking a little break from partners." Blake responds, which has more meaning than she's letting out.

"Don't we all need a break. See ya, cat." Spidey gives her a friendly two-fingered salute before swinging off to stop the crime, leaving Blake on the rooftop alone with a smile on her face.

'_Thank you, Peter. You gave me a reason to continue fighting. A reason to fight corruption and forge a better future for all Faunus. I hope our paths meet again. Until then, I'll keep moving forward!' _Blake smiles, while staring in the direction of Beacon Academy as she has an idea of attending that school soon.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: This revision was inspired by the pigeon side mission from Marvel's Spider-Man (PS4), which really made me appreciate Spider-Man doing small time stuff that doesn't' involve fighting bad guys and just "help the little guy".**

**Guest Isa: Spider-Man will be more "balanced" in this remake while Goblin will continue to grow into the OP monstrosity that threatens the universe. And I will be adding elements from the later Volumes.**

**Next time: I Burn! I Web!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	6. Vol 1 Issue 5: Kindred Spirits

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Met this new girl named Blake while I was out finding pigeons. She told me she was a Faunus, right after she tried to kill me and figured out my secret identity. I feel like I can trust her with that though. We have a lot in common than I thought. She's no Felicia Hardy. That Black Cat is a handful. Now that I'm done pigeon hunting, time I continue Torchwick hunting.**

**BGM End**

* * *

_Vol 1 Issue 5: Kindred Spirits_

**City of Vale**

"Okay, okay! I'll tell you what you want!" A scared thug shouted while hanging upside on a web.

Spider-Man descends from a ceiling on his web to confront the webbed thug after he easily defeated the other thugs inside the hideout he raided this night. "Good, and you better be honest. I'm in a bad mood for not eating anything lately. Tell me where I can find Roman Torchwick?" The spider interrogates the thug, striking fear in his heart for an answer.

"I-I-I heard he was going to a nightclub to meet with a man named Junior Xiong!" The shivering thug answered.

"When, and why?" Peter asked.

"Tonight! That's all I know! I don't know what he has planned or what they're gonna talk about! Honest!" The thug said truthfully.

"Thanks for your cooperation." Spidey says as he fires a webline near an open window.

"Are you gonna let me down?" The thug nervously asks if he could be free from the webbing.

"I'll let the police handle that." Spidey quips as he zips out of the thugs' hideout. The hero swings through the quiet night city with the objective to investigate Junior's Club and interrogate Torchwick on his plans, _'I've been in this world for almost a week now, and after taking down White Fang hideouts and thugs, I'm slowly learning who I'm up against. First, there's Adam Taurus. He's the leader of the White Fang that operates here in Vale. His goons say he's ruthless, but to me he sounds like an angsty Magneto with horns. And then there's Roman Torchwick. He might as well be Vale's Kingpin of Crime, except he doesn't eat cupcakes 24/7. He doesn't sound as dangerous as Fisk, but to be on the safe side, I should take him down before he does gets big. Figuratively and literally.'_

Spidey zips onto the side of a building to run along and later parkours on roofs as he monologues, _'That goon said he's gonna meet with Junior at his nightclub. I've passed that place a few times already. Finally have a reason to check it out. Of all the places, why a nightclub? I hate nightclubs. I'm reminded of that time I hanged out with Black Cat while we were investigating the Bar with No Name on something. Of course, she got us in trouble and led to us fighting drunken criminals. Admittedly it was fun. Painful, but fun.' _He leaps onto a rooftop right across Junior's Club and jumps down to an alleyway to change into his civilian clothing. After changing, he walks onto the middle of the street,_ 'Wish she was here with me right now. Her bad luck powers would prove useful. Or not. It would most likely lead to a disaster. Whoa. Am I that lonely that I wish Black Cat was here? I need to meet new people and hope they aren't a thief or crazy or-.' _His inner monologuing was suddenly interrupted with his spider-sense tingling to a motorcycle about to run him over. Peter quickly leaps to the sidewalk away from the motorcycle as it stops in front of the club, _'Try to run me over.' _He quipped.

The driver who was riding the motorcycle is an attractive young girl his age wearing a tan jacket and a pair of black mini-shorts. She gets off her bike as she takes off her yellow goggles and matching helmet, revealing her lilac eyes and bright golden hair respectively. She smiles at the hidden hero as she apologizes, "Sorry about that, handsome. Thought you saw me coming."

"My fault. Was lost in my own little world." Peter apologizes for his monologuing. He takes another look at her motorcycle, "Nice ride. Is it named Bumblebee?"

"How did you know?" The blond girl asked.

"Reminds me of a yellow car from a movie I watched. Your motorcycle wouldn't happen to be sentient and can transform into a giant alien robot, would it?" Peter jokes, comparing her bike to a Transformer.

Blondie scoffs with a smile, "I wish. Name's Yang." She introduces herself to him.

"Peter." Peter introduces himself to her. He opens the door and leaves it open for his new friend to make her way inside. "After you." He politely said with a hand gesture.

"Aw, thanks. And they say chivalry is dead." She jokes with a warm smile.

**BGM-Spider-Man 3 (Game) OST-Arsenic Candy #1**

The new friends walk into the club that is filled with loud music encompassing the air. They see a crowd dancing on the dancefloor with spotlights that were matching to the rhythm of the music. And there were tall light towers that look like they enveloped the dancers in their lights.

"Is that…a bear in the DJ box?" Peter asked confusedly after noticing the DJ wearing a large bear mask.

"He must be ROARING the house!" Yang exclaims over the loud music.

Peter chuckles from her terrible joke, "And I thought my jokes were _unbearable_." He made a terrible joke of his own that got a little laugh outta the two jokesters. "Glad someone shares my taste in humor." He said with a smile.

"We come from a rare breed of comedy." Yang quips with a smile of her own.

They went down the white steps, looking around aimlessly. Both of them with a target in mind, not realizing they shared the same one. Peter decides to use his spider-sense to make his job a little easier and pinpoints gentleman crime boss, Roman Torchwick, ending a conversation with the owner of the nightclub, Junior. _'There they are. Looks like they just finished talking.' _He thought to himself, watching Torchwick leaving for the back door, _'Gotta catch him before he escapes.' _

Peter turns to the girl walking next to him as he needs to change into costume and pursue Torchwick. "Gotta go. Found the guy who owes me pocket change." He told her.

"Same here. Hope we meet again." She smiled as the two went their separate ways.

While Peter secretly pursues the crime boss, Yang makes her way to the bar where Junior stands. "Strawberry Sunrise. No ice. Oh, and one of those little umbrellas." She told the bartender.

"Aren't you a little young to be in this club, Blondie?" Junior said to the young girl.

Yang giggles, "Aren't you a little old to have a name like Junior?"

"So you know who_ I_ am. You got a name, sweetheart?" Junior asks her.

"Yes, Junior, I've got several. But instead of sweetheart, you can just call me _sir_." Yang grabs his groin and squeezes it painfully causing Junior to cry out in pain comically. "People say you know everything." She brings up her Scroll up to his face, showing him a picture of a mysterious woman. "Tell me where I can find her and I'll let you go." She interrogates him.

Junior strains from the pain of his groin being squeezed as he tries to talk, "I've never seen her before, I swear!"

"Excuse me?"

"I swear, sir!"

Yang notices his henchmen gathering around but she doesn't seem worried, "Hmm, looks like we have an audience. This must be kind of embarrassing for you, huh? Awkward…"

"Listen, blondie sir. If you want to make it out of this club alive, I suggest you let me go. Now!" Junior strains to speak, until finally she lets go and he sighs in relief. "You'll pay for that." He scowls, putting on his sunglasses and walks away from her.

"Oh Junior, I was just playing with you!" Yang follows closely behind. "Don't be so sensitive! Come on, let's kiss and make up, okay?" She flirts with him, which got him interested as he stops and turns around.

"Huh? Uh, okay." And as Junior leans in for that kiss, Yang suddenly punches him in the face sending him flying across the room.

**BGM End**

* * *

**A few minutes earlier…**

Spider-Man chases Torchwick into a small alleyway from the back of the club. Torchwick growls at Spider-Man, irritated that he somehow found him in the nightclub as he retreats out of the alleyway. "Torchwick! Torchwick! Hey! Come back! I just want to talk! And maybe punch you…And kick you…Just a little." Spidey joked.

**BGM-Spider-Man 2 (Game) OST-Ka-Boom**

The webhead planned to pursue Torchwick to learn more of his criminal plans until his Spider-Sense went off, directing him back to the nightclub as he sees a screaming crowd running out of the building. _'Great, I was gone for like a minute and people are running away screaming. No time to chase Torchwick. He's long gone. Gotta figure out what's happening inside.' _He sees a henchman get smashed out of a window and zips closer to peep through on all the commotion. And to his shock, he sees Yang pulverizing a small army of henchmen with her dual ranged shot gauntlets, Ember Celica. _'It's that girl. Why is she wrecking the nightclub? I knew something about her reminded me of Black Cat, and not in a good way. But anyone that beautiful can't be all bad. Maybe there's a reason she started a bar fight. Maybe I should help her. Though from the looks of it, she's handling herself just fine. Still, gotta make sure she doesn't knockout Junior. He could give me clues on Torchwick's next move.'_

Yang jumps into the air only to slam a fiery punch into the ground, sending a ripple through the dance floor, knocking the incoming henchmen off their feet. As the henchmen get up, they hear the voice of another jokester that wants to make trouble, "Uh, yoo-hoo. Excuse me." The henchmen, and Yang who was about to punch one of them, all stop and look at Spider-Man clinging outside the window, "Can I come in this way or do I have to break my own window?" He quipped.

"It's Spider-Man! What's he doing here?" A henchman remarked.

"Came to party on the dancefloor!" Spidey flips through the window to web-strike that goon down, following it up with a spinning kick that sends another two tumbling away.

"Why are you fightin' us?! SHE'S the one wrecking the joint!" Another henchman points to Yang, who innocently waves at the hero with a cheeky smile.

"True, but sexual harassment is a bigger offense." Spidey leaps through the air slamming onto several goons below as he stands back-to-back with Yang. "Care I crash your party?" He jokingly asks his new battle partner.

"Parties are more fun with crashers, especially in red and blue spandex." Yang quipped, giving a right hook to the goon creeping up behind her.

"Some people just can't seem to appreciate my amazing fashion sense." Spidey jokes, webbing himself gauntlets to increase his strength, blitzing several henchmen and pummeling them with powerful punches.

"You can create your own gauntlets with your webbing? That's pretty tight!" Yang somersault kicks a goon, quickly shooting at another and kicks one more behind her. Another henchman swings at her from behind, but was caught and spun around by Spidey's web as he throws him into her flying punch. Spidey dodges an attack into a wall, then launches off and strike multiple enemies in a row and curls them into a devastating ball of webbing, smashing them onto Yang as she uppercuts the ball with a fiery fist, causing it to explode and scatter the goons inside.

"You're not half bad, Spidey. Who taught you how to fight?" Yang breaks through her opponent's guard before delivering an uppercut.

"Watched a lot of movies. And trained with kung-fu masters. Martial artists. Not to brag. You jealous yet?" Spidey spins through a swarm of enemies with his two giant wrecking balls of web.

"Meh." Yang quips, kicking a goon towards Spidey to punch back, as the duo send him flying with a double punch.

Suddenly, the bear DJ decides to join the fight with his machine gun and fires down at them from his booth, forcing them to dodge all the bullets coming for them. "Think you can throw me?" Yang quickly asks him.

"I don't normally throw my dates at bears." Spidey quipped.

The webslinger attaches a webline onto the girl, jumping into the air and spins her around, then hurls her at lightning speed at the DJ. As she lands, she places a hand on the mixing desk before swinging her legs around, kicking the DJ in the face. This sends him stumbling back. Yang then spins and lands with her back facing him, only to fire once more to send her elbow into his face. She then slams his face into the table, picks him up, and launches him off by firing.

**BGM End**

Spidey applauds for her little performance knocking out the DJ. "Could've stuck the landing a little better, but otherwise not bad." He jokes.

Yang lets out a small sigh, "Everyone's a critic." She then smirks as she raises her right hand at him for a handshake, "Yang Xiao Long. Thanks for crashing the party. It would've been a _tiny _bit boring by myself."

Spidey accepts her handshake and smiles behind the mask since he already knows who she is, "I love to entertain. You wouldn't have a brother named Yin and a father named Yo, right?" He quipped.

She shakes her head, "Nope. But I do have a little sister."

**BGM-Spider-Man 2 (Game) OST-Hung Like a Spider**

They let go of their hands as Spidey's senses more trouble coming their way in the form of female twins, one in a red dress and the other in a white dress. "Look, more party crashers." Spidey jokes, as he and Yang confronts the two malachite twins stepping into the room.

"Melanie, who are these guys?" Miltia asked in a soft voice.

"I dunno Miltia but we should teach them a lesson." Melanie spoke with her arms crossed.

Spider-Man coolly reloads his Web-Shooters with more web fluid stashed from his belt, while at the same time Yang loads another belt of ammunition into Ember Celica. "Showtime!" Spidey playfully teases the twins to a two-on-two brawl.

"Which one do you want?" Yang smirks at his cocky nature, raising her fists for more action.

"Ladies first." Peter gestures her to take the first shot.

Yang jumps and unleashes a barrage of shell-shots in mid-air at the Malachite Sisters, which they evade by backflipping away. After recomposing, the sisters charge at Yang as she lands on the dance floor, continuing her barrage. As the sisters split to opposing sides, with Yang focusing her barrage on Melanie, they begin their counterattack, with Melanie dodging and deflecting Yang's bullets while Miltia takes a swipe at Yang from behind.

"Nice claws! Do you hang out with my friend, Wolverine?" Spidey leaps into the fight with a web blast that knocks back Miltia, following up his assault with a cyclone of kicks that she could barely deflect. Militia slashes at Spidey then kicks him as her sister kicks Yang, forcing their opponents back a distance away from the sisters.

"You two are precious. Hold that pose so I could take a picture." Spidey fills their area with sticky webbing that immobilizes them. Militia annoyingly slashes the webbing off their feet but was immediately yank into the air as Spidey jumps over her, then slams her back down on her sister. Yang launches herself at Militia, punching her straight at Spidey, who's in midair as he crashes Militia onto a pillar with a fierce axe kick, "BOOM!"

Feinting with her boots to keep Yang off-balanced, Melanie shifts herself along the stage, forcing Yang to back-step continuously. This leaves Yang unable to ground herself while defending against Melanie's feints and kicks. "Hiya!" Spidey surprises Melanie with a rude handspring off her head before blinding her with webbing, allowing Yang to ground herself and land a body blow with her left elbow. Yang quickly grabs Melanie's right arm and uses it to twist and spin the rest of Melanie's body, using the built-up momentum to land a final devastating jump-kick to Melanie's face.

**BGM End**

**BGM-RWBY OST-I Burn**

"Your cha-cha wasn't bad, but your mambo definitely needs work." Spidey taunts the defeated malachite twins.

"The two of us are perfect at tango." Yang smiles at the webhead, glad to have met a guy who loves the thrill of battle and is not afraid to make a joke constantly.

To their confusion, the holograms in the club suddenly turn off and a spotlight shines on Junior as he brings out his Bazooka. "You two are gonna pay for this." Junior threatens them, seeking revenge for what they had done thus far in his club.

"Sorry, tiny, I left my wallet in my other costume. I promise to pay you when you graduate to a senior, Junior." Spidey mocks the club owner, while Yang is holding in her laughter.

Growling from all the mocking, Junior fires off a stream of rockets from his bazooka at the duo. "I'm curious. Is your father named Junior Sr.? Does that make you Junior Jr.? What a weird family line you come from." Spidey continues with the jokes, continuously angering Junior with his constant banter while swinging away from his rockets and Yang backflips and siderolls to dodge several. Upon righting herself, Yang then destroys several more incoming rockets with well-placed shots from her gauntlets while Spidey grabs the remaining with his webbing and reflects them, causing them to blow up in front of Junior as the explosion pushes him back.

Junior then transforms his bazooka into a bat as he tries to land a hit on the dodgy spider, "I didn't know it was baseball season." Spidey jumps over another swing and webs him, vaulting over his head and kicking him in the back closer to Yang, "Batter up, Yang!"

"Thanks, Webs." Yang grins as her hair sets ablaze and shines gold. She then slams her fists together, creating a minor shockwave.

'_Okay, that's strange. Why is her hair glowing like that? Does she have cosmic powers like Captain Marvel?' _Spidey jokes, curious on Yang's fierce power-up. He observes her dash forward at Junior, as he arms his rocket launcher and starts firing wildly, each shot missing as Yang sidesteps and evades them. She quickly closes the gap between them, dodging a strike from Junior before laying into him, landing seven punches, each amplified by her weaponry. As her eyes curiously turn red, she delivers one final punch that sends Junior flying back with his weapon broken in two.

"Nice one, firecracker, but I recommend you should see your eye doctor after this." Spidey quips, cheering from the sidelines while enjoying the fight between her and Junior.

Yang chuckles at the webslinger until they both look back at Junior and notice particular in his hand, a lock of Yang's hair that he managed to rip off during their scuffle. "Bad move. Girls _hate _it when someone messes with their hair." Spidey quips, looking at Yang as she instantly grows enrage from the sight of her hair. She engulfs herself in a huge explosion of fire, which shatters the dance floor and prompts Spidey to jump as far away from her in mild surprise, _'Someone's hulking out. This is gonna end painfully.'_

He watches Yang charges Junior at a rapid speed, unleashing a raging war-cry as she lands one final blow square in the jaw, which sends him flying through a window into the street incapacitated. Peter winces from what he just witness, _'Ouch. I felt that. She's one tough cookie. Too tough she might smash a cookie. Good thing I ain't dating her. I've dated enough crazy people. Actually just one, but you get the point.' _

**BGM End**

Yang leaps out the broken window ready to continue beating on Junior. _'Better follow her before she smashes him to bits. Kinda need him alive if I want info on Torchwick.' _Spidey leaps onto the window frame to see Yang, the unconscious Junior, and a mysterious new girl that looks 15, has silver eyes, and dresses like Little Red Riding Hood.

'_Huh? Where did that girl come from?' _Spidey wondered.

**BGM-Sonic Generations OST-Cutscene 5**

The little girl looked up in amazement as her sister suddenly formed in front of her. "Yang?" She then proceeded to tilt her head a little to the left, "Is that you?"

Yang suddenly stopped everything that she was doing as her eyes return to their normal lilac color. "Oh! Hey sis!" She said with a warm smile across her face.

The other girl put her hands on her hip, "What are you doing here?!" She asked.

Yang put one hand on her hip with a sigh, wondering how to explain her little adventure in the club, "It's a long story."

"Go ahead. You have time to kill." Spidey finally decided to intervene in the little family reunion.

The new voice startles the little girl as she looks around aimlessly for the source. Yang however smirks knowing where it came from and points her sister to the window up top where a guy in a red and blue spider costume casually waves at them. The little girl stood frozen in shock to be greeted by the one and only Spider-Man, as the spectacular hero flips down next to Yang.

"You can explain to her, and the police when they arrive, how you almost destroyed an entire nightclub, while I'm not gonna deal with that headache and take Junior somewhere else to be interrogated. _Assuming _you didn't kill him during your temper tantrum." Spidey jokingly converses with the blond brawler.

"He's still breathing. Barely. And you helped me trash the place, remember?" Yang quips with a smirk.

"Yeah, but you started it. I tried to tidy things up with my webbing. So if they send us the bill, you're paying for it, 'cause I'm not doing that. And I'm kinda broke." Spidey jokes. He then takes a quick glance at the little girl, who has been staring in awe of him for a while now. "And who's this girl and why is she staring at me for the past minute?" He casually asks Yang.

Yang responds, "Oh right. Spidey, this is my little sister, Ruby Rose. Ruby, I would like you to meet-." She was then caught off as Ruby let out a high pitch squeal.

"Spider-Man!" finished Ruby, rushing at the spider-vigilante with impressive speed and with yellow diamonds in her eyes.

"Whoa! You're a fast Little Red Riding Hood." Peter remarks, caught off by her incredible speed.

"You're so AWESOME! Can I see your hi-tech armor?! What kinds of weapons does it hold?! How many weapons does it have?! Can you put it on for me pleeaaaaase?!" Ruby asks in a high pitched tone as she stared intently into the lenses of the arachnid hero.

"Uhhhhh…" Spidey said, a little unsure how to properly respond to any of her questions.

Yang couldn't hide the little giggle at how uncomfortable the guy looked at having her little sister attached to him. She found it a little cute but decided to lend him a hand and pulls on Ruby's hood, dragging her away from Spider-Man, much to her displeasure as she mumbles in ows.

"Yeah, this is Ruby." She said with a smile while holding her with a headlock that Ruby softly protested against, but couldn't break no matter how hard she tried. "Ever since you started showing up on the news, she's been only talking about you and how amazing you are. She likes you just as much she likes weapons." Yang said, much to her sister's embarrassment.

"Didn't realize I've gotten so popular. That's unusual." Spidey said out loud.

"What does that mean?" Yang raised a curious eyebrow.

"It's nothing." Peter lied, not revealing he's branded a menace from his dimension. "Nice to meet you two. Anyways, I need to get going." He says as he walks towards the unconscious Junior.

"Why? Aren't you gonna pay for all this property damage?" Yang smirks with her arms crossed.

Peter grabs the bar owner before looking at the sisters, "Like I have time for that. I've got Tiny here I need to interrogate, I have to find a way to buy eggs for breakfast and I'm drowning in angst." He jokes, attaching a webline to the nearest building. "See ya!" and swings away with Junior, leaving the sisters behind.

Ruby stares at him swinging away and whines, "Awww. I didn't even get his autograph."

Yang pats her sister on the shoulder and gives her a warm smile to cheer up her, "Maybe next time when I cause trouble. I'm gonna leave for Beacon soon. Let's go to another club and buy us some drinks, okay? That'll cheer you up." She promises as the sisters walk away.

"Really? Awesome! You're the best, sis!" Ruby perks up cheerfully as she walks ahead of her sister for a little bit. Before catching up, Yang takes a quick moment to stare at the sky in the direction where Spider-Man swung through earlier. She has a worrying frown after pondering what he said about 'angst' and not used to being popular, sensing that behind all his jokes and charisma is the spirit of a lonely man.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: A little more fleshed out than the original chapter. For this remake, I want Peter and Yang's relationship to be a little more natural. You'll understand what I mean soon. Looking forward to the Green Goblin chapters that'll come very soon as well. Those should be fun.**

**Guest (chapter 5): I actually am interested playing around with a little love triangle between Peter, Yang, and Blake in this remake. **

**Next time: Red Likes Roses! White Like Webbing!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	7. Vol 1 Issue 6: Caught Web-Handed

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Finally got a lead on Torchwick, but he got away 'cause of some ruckus in the nightclub. A cute blond girl named Yang started wrecking the joint. I don't normally help out crazy women, but I made the exception if I wanted info out of Junior on Torchwick. He might know what he's planning tonight.**

**BGM End**

* * *

_Vol 1 Issue 6: Caught Web-Handed_

**City of Vale**

"Ughhhh…. where…where am I?" Junior groans as he slowly wakes up in pain from the beating he received from Yang earlier. The club owner stands on what appears to be the rooftop of a very tall building, much to his shock as he shivers from the cold air of this nightly city, "Hey! What's going on? How did I get here?" Suddenly, he was pulled by a webline onto Spider-Man's clutches, holding the crooked crook by his battered shirt and threatens him with his scary glare.

"Alright, Junior, you had your nap. Tell me where I can find Torchwick. Tell me what he's planning tonight. Unless you want me to get twice as rough as blondie earlier." Spidey demanded with a serious tone in his voice.

Junior scoffs from his threat with a smirk, "I've heard about you, webhead. You don't have the guts to do anything rash." He knows Spider-Man isn't the kind of hero to kill, no matter how evil the villain might be.

'_He caught my bluff. So I'll have to bluff better.' _Spidey decided to throw Junior off the tall building, causing the surprised club owner to scream for his life.

"YAAAAAAAAAAAAAH!" He screamed, until Spidey fired a webline at his foot to stop him from falling. "See?! See?! I knew you wouldn't let me fall!" He taunts him, still a little scared while dangling from the webline.

Peter menacingly let go of his webbing, letting Junior fall even closer to the quiet empty streets of Vale. He continues screaming for his life, until Spidey flipped down clinging onto the wall and fires two weblines to catch Junior, as he's having a hard time breathing for mercy.

Spidey coldly remarks, "That's strike two! Care to try for-."

"Okay, okay! I'll talk! Don't drop me, please!" Junior pleads to the hero.

"Then start talking." Spidey glared, still holding onto the dangling club owner high above the streets.

"He paid me in exchange for some of my men! Said he was gonna rob the store From Dust Till Dawn tonight! That's all I know! I swear!" Junior frantically told the vigilante everything he knows about Torchwick's plans tonight.

Having successfully interrogated him for answers, Spidey once again drops Junior and allows him to almost hit the pavement screaming until he swung down and webs the club owner to a nearby lamppost, leaving him for the police. "Thanks, Tiny. I'll come back later when you change your name into something that I can't make fun of, which I'll still try." He jokingly mocks the webbed crook before swinging out into the city to pursue Torchwick.

* * *

**From Dust Till Dawn**

**BGM-RWBY OST-** **EP 1 Score - Ruby Rose**

Somewhere else in this quiet city, Roman Torchwick and the four henchmen he hired from Junior head down an alley from the shadows. They stop behind Roman, who reignites his cigar without touching it and grins before walking down the road, frightening nearby citizens as they make their way towards the shop From Dust Till Dawn. The criminal group enter the shop as the henchmen look around at the Dust crystals in the display while Roman approaches the elderly shopkeeper.

The crime boss flicks his cigar, "Do you have any idea how hard it is to find a Dust shop open this late?" He asks, while his henchman points a gun at the shopkeeper.

The scared old man quickly raises his hands as he doesn't want any trouble, "P-please! Just take my Lien and leave!"

"Shhh, shhh, shhh, shhh, calm down, we're not here for your money." Torchwick silence him, then turns to his underlings, "Grab the Dust."

A henchman opens a case and removes one of several cylinders, which the group uses to take Dust from the tube containers on the walls. Another henchman places another open case on the display to the shopkeeper, demanding for his cooperation, "Crystals. Burn. Uncut." The scared shop owner does what he's threatened to do and proceeds to fill the case.

As another henchman goes for another tube, he hears music coming from a young girl wearing a hooded red cloak in the corner of the shop, reading a weapons magazine. That girl happens to be Ruby Rose, the same girl Spider-Man met after the bar fight at Junior's Club earlier tonight. The henchman doesn't know who she is as he unsheathes his sword and points it at her back. "Alright kid, put your hands where I can see 'em." He threatened but gets no response, "Hey, I said hands in the air! You got a death wish or something!?"

He goes over to her and turns her around, causing the hood to drop and reveal Ruby wearing headphones as he motions for her to lower them. "Yes?" Ruby casually asks, completely oblivious that the shop is getting robbed.

"I said, put your hands in the air, now!" The henchman threatened.

"Are you…robbing me?" She innocently asked.

"Yes!"

"Ooohhh…" Ruby remarks upon realizing she's being robbed.

Roman is waiting for his men to finish the heist when a "Hey!" and "Hyah!" are heard, and the threatening henchman flies past him. Roman calmly motions for another to handle Ruby. "Freeze!" A henchman raises her gun at her.

* * *

**Outside the shop…**

Spider-Man arrives outside the Dust shop just as his spider-sense alerts him to the henchman and Ruby crashing through the window. "What the heck?! Who stole my idea crashing through the window as a badass entrance?!" The webhead joked.

When she heard that familiar voice, Ruby turns around and squeals like a little girl to be reunited with her favorite hero in the same night, "Spider-Man!"

"You're that kid! What are you doing?!" A shocked Spidey asked her, recognizing her from their brief meeting at the nightclub.

The scarlet duo stops with the greetings when they notice the henchmen looking outside at them. Ruby gets up from the ground as she unfolds her gun-scythe weapon, the Crescent Rose into its scythe form. "Is there _any _reason why Little Red Riding Hood is carrying a giant scythe? Aren't you a little too young to be the grim reaper?" Peter joked.

Roman scowls, but both heroes smile back at them before Ruby twirls her weapon around, striking it into the ground and turning off her headphones. "So, you're the bugboy that has been interfering with my business." Roman greets the webhead.

"And you're the stylish geezer who ran away from me earlier." Spidey mocks the crime boss.

"Geezer?" Torchwick scowled.

"Why else would you be holding a cane?" Spidey quips, which gets a cute snicker from Ruby.

"Okayyy…Get them!" Torchwick angrily orders his remaining henchmen to kill Spider-Man for mocking him and his little sidekick.

"Sending your maids to fight us? You really are a gentleman." Spidey leaps off a charging henchman and smashes him to the ground with explosive force that knocks down another goon. The third henchman runs at Ruby, who spins around on top of her scythe and kicks him in the face. She gets her scythe out of the ground and fires it off to hit another one with the butt of her weapon, sending him flying. She dodges the gunfire of another attacker with her rifle's speed, allowing Spidey to zip closer and knock him into the air so she could follow him upwards and beat him away to Roman's feet.

"Nice moves, kid." Spidey compliments her skills, getting an adorable chuckle outta her.

"You were worthy every cent. Truly, you were." Roman said sarcastically to his downed henchman. He stares at the scarlet duo, dropping his cigar and crushing it with his cane as approaching police sirens are heard, "Well, Red and Bug, I think we can all say it's been an eventful evening, and as much as I'd love to stick around…" He raises his cane and opens the bottom to reveal a rifle with a cross grid, "I'm afraid this is where we part ways."

"And just when we were starting to know each other." Spidey quipped. Roman unleashes a red blast at the duo, as Ruby fires at the ground and leaps over it while Spidey zips onto a wall. When Ruby lands and looks up, Roman isn't there anymore. "Over there!" Spidey points to her Roman climbing up a ladder on a nearby building.

Ruby looks to the onlooking shopkeeper, "You okay if we go after him?"

"Uh huh."

"Race ya!" Spidey playfully said to Ruby before zipping to the top of the building.

"Hey! No fair!" Ruby replied as she made her way towards the building as well.

Roman makes it to the roof and quickly runs to the other side of it. with Spidey and Ruby high-flying and landing right behind him. "Hold it right there, Candlewick!" Spidey said to Torchwick's back.

"Persistent…" Roman lowly said.

The scarlet duo readies to fight him, but a getaway Bullhead rises up and opens the hatch to allow Roman inside. Upon turning around, Torchwick shouts, "End of the line, Reds!" showing them a red Dust gem. He throws it out at their feet, which causes Peter's Spider-Sense to tingle like crazy. Predicting what his next move would be and knowing there wasn't enough time to get them both of the way, Peter did the heroic thing by standing in front of Ruby and braces for the attack by blocking with his arms. Torchwick fires at the crystal, which resulted in a large explosion that seemingly killed the scarlet duo. "Whoa-ho-ho-ho!" Roman laughs, until he saw something else on the roof, "Huh?"

The scarlet duo slowly open their eyes to see a woman in a purple cape in front of them, casting a circle of protection over them with her wand. "Hey, look, you're one of those Huntsmen people I kept hearing about. You give autographs when you arrive late to the party?" Spidey joked while Ruby looks on in awe being saved by an actual Huntress.

The Huntress ignores the vigilante's rude joke as she pushes her glasses up and waves her weapon and summons several streaks of purple at the craft. Roman is thrown around in the back until he goes to the cockpit, where a mysterious woman in red is struggling with the controls. "We got a Huntress!" He shouted before the pilot left her spot, making him take control of th craft.

The Huntress glows purple for a moment and aims another blast above the craft, resulting in a dark storm-cloud right over the jet and causing Roman to curiously go, "The hell…?" With a flick of her wand, large jagged hail starts falling that pummels the jet and even breaks through the window, narrowly missing Roman's head.

Meanwhile, Peter was impressed by the Huntress's abilities but wanted some action himself and not stand around like Ruby staring at the battle in utter amazement. "As if I'll let you show me off, so…" Spidey fires a webline at the jet and zips to the open hatch and lands inside, "Let's see what we have in here." He finished.

His Spider-Sense alerts him to the highest danger he has felt ever since arriving in this dimension. He is met by a woman with pale white feet on some dark glass high heels and a jeweled anklet on the right leg. She hides in the darkness as the only thing that can be seen are the burning parts of her dress and the burning amber eyes glaring at the intruder.

"Ooooh. A girl with fire powers. Let me guess, your name's Firestar?" Spidey jokes. The woman doesn't say anything as she unleashes a fire blast at him, as he easily avoids it with his agility. "Human Torch's secret sister?" He continues with the jokes as she continues unleashing fire blasts that he continues to avoid. "The Phoenix? Eh, that's not possible. You don't look that cosmically powerful." He remarks, which struck a nerve in the woman as she unleashes an angry fire blast at his direction. Spidey dodges her raging flame and counters with a webline to catch her, but she dodged it with rapid speed, "Faster than a speeding webline. Who am I dealing with here?" He joked.

The webslinger decides to be a little unpredictable and taps on his utility belt and emits his Spider-Signal. Using the powerful light, he gets a full view of the mystery woman he's fighting, surprising her with such a ridiculous trick that blinds her for a moment. "It's my face! My face on your body!" Spidey joked. The woman quickly turns her face around and covers it with her hand, as she doesn't want him or anyone else to learn of her identity just yet. Spidey zips to her and punches her hands off her face, while secretly attaching a tiny spider-like device on the back of her neck, just in case. Enraged just from getting hit once by this fool of a hero, the fiery woman unleashes a powerful attack that blasts him back to the rooftop.

"Some flight. No peanuts? No Stallone movie? They are SO gonna receive a bad review from me." Spidey joked, making Ruby snicker a little and the Huntress roll her eyes.

The fiery woman reaches the back and her arms and chest light up again, aiming a burst of energy at the Huntress and Spider-Man. The Huntress blocks it, but the flame splatters behind her and glows hot with the enemy's raised hand. The Huntress and Spidey backflips out of the explosion, which destroys part of the roof, as she magically gathers the shards to create a large arrow, which she throws at the craft.

"A toothpick! That'd surely get the gunk outta their ship!" Spidey quipped. The fiery woman shatters the arrow with several blasts, but it reforms just in time to hit the side of the jet due to Roman's quick aerial lean. The wreckage separates and reshapes into more arrows that encircle the jet, but the woman summons several glowing rings around herself that expand and destroy the shards.

"Why does everyone with fire powers always have to be an annoying hothead?" Spidey remarked.

Ruby finally decide to act as she reverts her scythe into its rifle form to fire at the woman. Spidey joins her with some web shots, but the woman blocks each shot and creates several blazing circles around her three opponents. The Huntress telekinetically pushes Ruby and Spidey and rolls herself out of the explosion's radius; looking up to see the hatch close as the craft tries to fly away.

"Where ya goin'?! Party's not over!" Spider-Man unleashes several thick weblines onto the aircraft and uses his impressive spider-strength to hold onto the ship and stop it from leaving completely, much to the villainous duo's annoyance and Ruby's amazement of his strength. From inside the jet, the fiery woman concentrates her flames outside to burn Peter's webbing and force him to lose his grip holding the ship down.

"Not so fast!" Spidey raises a hand to fire more webbing at the fleeing aircraft, only for his web shooters to let out a tiny squirt. "Empty?! Of all the times…!" He said as he checks his utility belt for extra clips of webbing, but he's out of them as well, _'Great. No more web fluid. And without the proper equipment, I can't make more. I still have my armor though. And I attached a Spider-Tracer on that fire woman while she wasn't looking. I'll track her and Torchwick down later. It's been a long night.'_

**BGM End**

While Spider-Man contemplates his next move how to survive in this dimension, Ruby stares at the Huntress as her silver eyes sparkle. "You're a Huntress!" She said in excitement, making her turn back to her. She puts on a pleading, awe-stricken face as she asks, "Can I have your autograph?!"

The Huntress simply stood there unresponsive with a low glare in her eyes, "I need you to come with me." She then turned to the webbed vigilante, "Both of you."

"_Yeah_, I don't think so." Spidey attempts to leave the premise as he doesn't want any trouble with the officials, since he doesn't have the best relationship with cops. Suddenly, he was lifted from his tracks into a telekinetic bubble by the woman's powers, "Hey! What's the big deal?!"

The Huntress scoffs as she walks away with the floating webhead imprisoned in her bubble, followed closely by Ruby as they are led to a mysterious meeting place. "Are there snacks on this ride?" Spidey joked.

* * *

**Unknown Location**

**BGM-Marvel Ultimate Alliance 3 OST-Signs of Life**

The Huntress brought the two teenagers into a small dark room, where there is a spotlight shining above a sadden Ruby. Spider-Man reluctantly sits around clinging on the wall as the Huntress paces around the table Ruby is seated at holding a tablet computer.

"I hope that you realize that your actions tonight will not be taken lightly, young lady. You put yourself and others in great danger." The Huntress chastises her reckless actions.

"They started it!" Ruby retorts, trying to defend herself while Spidey humorlessly scratches his head in silence.

Ignoring the small outburst, the Huntress continued, "If it were up to me, you'd be sent home... With a pat on the back..." She notices Ruby's smile, "...And a slap on the wrist." She swings her crop on the table, only for it to be caught by Spidey on the ceiling.

"Sheesh, lady. You treat all heroic teenagers with this much respect?" Spidey joked.

Ruby smiles at her hero defending her, while the Huntress angrily glares at him, "Don't give me that! You are just as immature as her."

"Oh?" Spidey mocking quips with a head tilt.

"Ever since you showed up this past week, the cops have been forced to work harder as the White Fang are sending stronger men for their Dust robberies, and no amount of cops could stop them if they continue like that. Not to mention, we don't support vigilantism!" The Huntress calmly scolds the wallcrawler.

"Tell me something I don't know." Spidey quips, slowly getting on the woman's nerves. "Look, I know what I'm doing. I've been fighting crime for over two years. Taken down the biggest, baddest and weirdest criminals you could possibly think of and thensome. I have what it takes. They don't call me the Amazing Spider-Man for nothin'." He said pointing his thumb at himself, acting a little cocky and cool in Ruby's amazed eyes.

The Huntress sighs as she can't deal with his amazing ego anymore as she wants to keep moving with tonight's meeting. "Anyway, because of tonight's events, there is someone here who would like to meet you." She said, gaining an interested look from both individuals.

"Is it Santa Claus?" Spidey joked. The Huntress gives him a mean glance as she moves out of the way to introduce a man in green coming through the doorway, holding a mug and a plate of cookies. "You're not Santa Claus." The webhead said, sounding disappointed.

"Be quiet!" The Huntress retorts, having enough of his jokes.

"Now, now, Glynda, it's rude to shout at our guest." The man calmly told her.

"Yeah, Glynda. How rude of you." Spidey quips, angering her as she crosses her arms with an annoyed grunt.

The mystery man stares at Ruby, "Ruby Rose…" as he leans in to look at her face, "You…have silver eyes."

Ruby remain dumbfounded, not knowing how to properly respond to that weird statement, "Uh, um…"

Spider-Man, however, knew the perfect response for this kind of situation, "Are you hitting on her?" He asked from the ceiling.

"Show respect! Do you have any idea who you're talking to?!" Glynda retorts, shouting at the quip master.

"Nope." Peter remarks casually, which really caused veins to pop on her head.

Back on topic, the man continued the discussion regarding Ruby, "So! Where did you learn to do _this_?" gesturing with his head at the tablet Glynda is holding, which replays the duo's fight with Roman and his goons.

"S-Signal Academy." Ruby responded, acting a little nervous.

"They taught you to use one of the most dangerous weapons ever designed?" The man asked her.

"Well, one teacher in particular." She answered.

The man then looks at Peter on the ceiling, "How about you, Spider-Man? From what I've been seeing this past week, you are _exceptionally _skilled in combat." He compliments his skills as an expert fighter.

"Like I told your grouchy assistant, I've been at this job for like two years now. And recently just survived an entire month of intense training with some of the best fighters in the world for some reason." Spidey remarks.

"I see…" The man noted this fact, putting down the cookies on the table in front of Ruby. She tentatively picks one up, eats it in a single bite, and then, not seeing any rebuttal, shovels the rest into her mouth. She stops eating when she heard a small grumble coming from Spider-Man's stomach.

The embarrassed webhead chuckles, "Sorry. Haven't ate anything in a while. Kinda broke."

The caped girl looked down at her three of her cookies and the hero crouched in the ceiling above her, holding his stomach with his right arm. She made the decision to tap his shoulder and offer him her cookies. "Oh, you don't have to." Peter wanted to deny her offer if she didn't stare at him with those ashamed eyes of her. He hesitated a bit before making the decision to kindly accept her cookies. "Thanks." He then takes off the mouth section of his mask so he could eat the cookies, "Not bad."

The man smiles to see them bonding before looking back at Ruby, "About your skills, Ruby. It's just that I've only seen one other scythe-wielder of that skill before. A dusty, old crow…"

"Oh! That's my uncle!" She mumbles through her full mouth of cookies. She then swallows and wipes her mouth, embarrassed. "Sorry. That's my Uncle Qrow! He's a teacher at Signal. I was complete garbage before he took me under his wing. And now, I'm all like— Hooowaaah! Witchaaaa!" She proceeds to make some karate-style poses and noises, which gets a little chuckle from the webhead above.

"So I've noticed." The man places his cup on the table as he leans in, then sits down opposite of Ruby. "And what is an adorable girl such as yourself doing at a school designed to train warriors?" He asked her.

"Well…I want to be a Huntress." She answered.

"You want to slay monsters?" He coolly questioned, making Spidey choke a little bit on the crumbs of the cookie, though nobody noticed.

"Yeah! I only have two more years of training left at Signal! And then I'm going to apply to Beacon!" Ruby said, talking faster and faster with her enthusiasm growing, "You see, my sister's starting there this year, and she's trying to become a Huntress, and I'm trying to become a Huntress 'cause I wanna help people. My parents always taught us to help others, so I thought, Hey, I might as well make a career out of it!" She giggles, "I mean the police are alright, but Huntsmen and Huntresses are just so much more romantic and exciting and cool and really, _gosh_, you know!" She flips out at the last part, staring at the two with a wide, crazy smile.

Things were silent as the man and Glynda study her with stoic faces. Meanwhile, Spidey simply goes, "Cool." from the ceiling to break the silence and move on.

"Do you know who I am?" The man in the chair finally asked.

Ruby immediately answered without any hesitation, "You're Professor Ozpin. You're the headmaster at Beacon."

The newly-introduced Ozpin smiles and greets her, "Hello."

"Nice to meet you." Ruby replied.

"You want to come to my school?" Ozpin asked her.

"More than anything." She replied.

The headmaster exchange glances with Glynda, who shows her disapproval with a "Hmmph" before he turns back to Ruby, "Well, okay."

This gave Ruby the biggest smile that she ever had. "Now Ruby, if you could please leave us, I still need to speak with our friend up there." Ozpin stares at the wallcrawler, still sitting on the ceiling.

"Who, me?" Spidey quipped.

Ruby gets off her chair and follows Glynda out the door, closing it behind them. Peter let himself fall from the ceiling, twisting his body so he could land butt first to the chair and raise his feet over the table. "Spider-Man. On the behalf of Vale, I would like to thank you for all that you've done for us. You have made us safer, Faunus and Humans alike."

"I do what I can, Oz. Gotta do something to entertain myself." Spidey remarks cockily.

Ozpin then shows him a small smile, "And I'm grateful for that…Peter Parker." He said, shocking him with his secret identity as he accidently falls off the back of his chair.

"You know?" Spidey remarks, immediately getting up from the floor.

"Why yes." Ozpin respond, just as Glynda returns with her tablet, "Glynda, show Spider-Man what we know of him so far."

Glynda nods, pressing on her tablet to show Spider-Man footage of everything they have of him. Like his crash landing onto Forever Fall. His conversation with Madame Web that revealed his secret identity. All the crime he stopped. And that one time he was pooped on by a pigeon he was finding for Howard. Peter's eyes grew wide with extreme shock that they pretty know everything about him.

"My cameras were alerted to your presence in Forever Fall when you 'exploded' onto the area, after that _weird_ blackout and mysterious hole in the sky. Be honest: Were you the one who caused that abnormal event?" Ozpin calmly asks the webhead.

Spidey nervously chuckles as he can't hide the truth anymore since they so much about him already. "Uhhhhh…possibly. It was by accident. A very _strange_ accident that you might think of as utter nonsense." He nervously remarks.

"Humor me." Ozpin said calmly.

"I'm…not from this world." Peter hesitantly said.

"Care to elaborate?" Ozpin questioned.

"I'm from a different universe. A parallel dimension. The world I come from is called Earth. I live in a city called New York. That's where I'm from." Spidey sheepishly revealed he is an outworldly being.

Ozpin remains calm and stoic, staring at the spider with a straight face, while Glynda scoffs with her arms crossed. "And if we _were _to believe you're from a 'different universe', why did you come here?" Glynda asked him.

"Like I said, it was by accident. I was fighting my old foe, the Green Goblin, when he accidently broke my dimensional watch that unleashed a large cosmic explosion that tore a hole in spacetime and disrupted the borders between our realities, which I fell through and caused that massive blackout." Spider-Man explained, but Glynda is still hesitant to believe his story.

"Interesting. And what power brought you here again?" Ozpin asked, remaining calm while taking interest in his story.

**BGM End**

**BGM-Sonic Rush OST-Theme of Strained Event**

Peter responds with a serious tone, "The ISO-8. That's what my watch was powered by. Think of it as Dust from outer space but _cosmically_ more powerful. And I mean _really _powerful. It can multiply the abilities of anyone and anything to unknown proportions, and can create some of the most powerful weapons in existence. It has the potential to destroy the world and the entire universe if you're crazy enough and not sure how to control it."

Hearing the destructive power of ISO-8 not only unnerved Glynda, but shock Ozpin somewhat as well as he compares their power to other "sources of great power" that he knows. "I-I don't believe this. Your world's equivalent to Dust has the power to _destroy _an entire world?"

"How did you think I got into this dimension in the first place?" Spidey quipped.

"And what of this Green Goblin? Is he in our world too?" Ozpin asked calmly.

"Norman Osborn? I don't know where that maniac is. The portal was unstable. He could've ended up in any dimension. Sent back or forward in time." Peter replied with a stern expression, which was noted by Ozpin as he can tell Peter doesn't like Osborn at all.

"I see. And, do you have the means to return to your world?" Ozpin asks.

"Nope. Without a working dimensional transporter, I'm stuck here. But Madame Web said this is all part of my training. That I need to learn more about your world if I want to be ready to fight some 'great challenge'." Spidey remarked.

"Great challenge…?" Ozpin ponders those words, wondering if Madame Web is training him to prepare for the 'evil force' that have plagued Remnant with her presence for centuries. "Tell me more about Madame Web." He said to Peter.

"Some crazy old crone with weird powers that can't mind her own business. I don't know anything more about her. I just want to get this training over with and go back home to my family and wheatcakes." Spidey joked.

"Hmm…Then how about I be of assistance?" Ozpin said, gaining his confusion.

"Translation?" Peter remarked.

"Attend Beacon Academy as a student. A home to relax. Learn everything about Remnant from there and earn the best training of a true Huntsman. I can arrange you a job at the Vale News Network to earn you some money." Ozpin offered the outworldly hero a spot to join Beacon.

"I dunno. My luck has always brought trouble to my school." Peter replied.

"This is a school full of students training to be the best. We are quite capable defending ourselves." Ozpin assured him his presence won't put Beacon in danger.

"Does your school have a private science lab where I can work? I'm running low on web fluid." Spidey asked.

"We do. Best technology in the kingdom. All the school's resources. 24/7 access. All yours." Ozpin smiled.

**BGM End**

**BGM-Marvel Ultimate Alliance 3: The Black Order OST-Ultimate Alliance Returns**

"Now you're talking. Just as long as Glenda doesn't bark at me while I'm out spinning webs and you have yourself a deal." Spidey quipped, shaking hands with the headmaster and accepts his offer to join Beacon Academy.

"It's _Glynda_." Glynda sternly corrected the jokester, as she is not looking forward to a reckless hero like him joining Beacon.

Ozpin smiles while shaking the hero's hand, "Welcome to Beacon Academy, Peter Parker. Hope you survive the experience." He said ominously as a little joke, which worried the webhead a little as he might regret this decision later.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Little changes in this chapter, which will stay true for the next two. **

**Next time: The Shining Beacon!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	8. Vol 1 Issue 7: The Tangled Beacon

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Reunited with that Ruby kid while stopping Torchwick and some fire woman from robbing a Dust shop, but they escaped. I would go after them, but I ran out of web fluid, and this bossy Huntress lady named Glynda wanted us to meet Ozpin, the headmaster of Beacon Academy and the creepy stalker who figured out my secret identity. He offered both of us a spot at his school. Ruby was pretty excited to join. Me? I'm just glad to find a proper place to sleep that's not a dirty old apartment. Superhero school. Where I'm gonna become the first ever, interdimensional ultimate Spider-Huntsman!**

**BGM End**

* * *

_Vol 1 Issue 7: The Tangled Beacon_

**Beacon Airship**

**BGM-Sonic Rush OST-The Ordinary Zone**

'_Put out the welcome mat, Beacon. Spidey's coming n' calling.' _Peter said in his thoughts, as the hidden vigilante walks around the massive airship that's transporting new students to Beacon Academy. He takes off his Iron Spider backpack to check what he has stored inside, _'Let's see here…got my costume, some snacks, some Lien, and my very own holographic Scroll.' _ He takes out the holographic handheld that was given to him by Ozpin, which acts very much like a smartphone. _'They act like the smartphones from my dimension. Shouldn't be too hard to use. Am I missing anything at town?' _He checks any news reports on any crime currently in progress in Vale, but nothing has happened yet. _'Nope. Everything's quiet in the city for now. Thank goodness. Until I can make new web fluid, I'm grounded. Uh, not at the moment anyway since I'm on an airship.' _He stops walking and stands in front of a window to get a clear, beautiful view of the city of Vale and everything else around it as he continues monologuing, _'Madame Web wants me to train to prepare for an unknown threat, but what do I need to learn that requires me to attend superhero school in another dimension? I've already learned the Way of the Spider. Have my own hi-tech suit. Trained with the best people I know. What can Beacon teach me that I couldn't learn on Earth?' _He contemplated deeply.

His thoughts were interrupted when he hears a very excited girl talking to someone nearby, "Oh, I can't believe my baby sister is going to Beacon with me! This is the best day ever!" Peter turns around to see the familiar sisters, Yang and Ruby together, who are also attending Beacon today. Yang tackled her little sister in a hug, crushing the air out of her.

"Please stop." Ruby lowly says while gasping for air.

'_It's those girls again. Why do I keep running into them? It's like I'm a magnet for cute girls who are terribly dangerous.' _Peter joked, wondering why he's been standing around the same area as those sisters lately.

Meanwhile, Yang releases her sister from her strong hug with a smile, "But I'm so proud of you!"

"Really sis, it was nothing." Ruby said modestly.

"What do you mean? It was incredible! Everyone at Beacon is going to think you're the bee's knees." Yang said, clearly excited for her sister.

"I don't want to be the "bee's knees", okay? I don't want to be any kind of knees! I just want to be a normal girl with normal knees." Ruby objected.

'_You wield a giant scythe that can transform into a gun and can run super-fast. How are you normal?' _Peter quipped in his thoughts.

"What's with you? Aren't you excited?" Yang asked, a bit confused on her sister's unexcited behavior.

"Of course I'm excited... I just..." Ruby lets out a sigh. "I got moved ahead _two years_. I don't want people to think I'm special or anything."

Her big sister goes over and gives her a one-armed hug to cheer her up, "But you _are _special." While looking over her sister's shoulder, Yang notice Peter has been watching across from them. The hidden hero startled when he was caught and nervously stares back at the window, not seeing the devious smirk on her face.

'_She didn't see me, right?' _Peter hoped.

"Hey, you!"

'_She saw me.'_

Peter turns around as Yang approaches him along with her little sister by her side. "Were you checking me out?" Yang flirts with him.

"Wha? No. No! I was just _lost _in my own little world. I tend to do that." Peter sheepishly replied all flustered in the face.

Yang smiles, but then gets the feeling of deja-vu as she remembered someone else saying those similar words. She stares intently at Peter's nervous face as she seems to recognize him from somewhere, "Hey, we met before, haven't we? At that nightclub. Peter something, right?"

"It's Peter Parker. Not Peter something." Peter quipped, being a little shy around a cute girl.

"Yeah, I remember you now. Where were you while I was trashing around the club with Spider-Man?" Yang asks with a warm grin.

"Not wanting to die for starters." Peter quipped. "So you're going to Beacon too?" He asked her.

Yang nods happily with her bright smile, "Yup. Me and my adorable little sister, Ruby here. She was accepted to Beacon early for going up against one of Vale's most wanted criminals. She's special and I'm proud." She puts her loving hand on her embarrassed sister's shoulder.

"Don't embarrass me." Ruby lowly remarks with an annoyed face.

"Congratulations. I'm kinda on the same boat." Peter said to her.

"Really?" Ruby remarks curiously.

"Yeah. Was given special permission to join Beacon." Peter replied.

"How?" Ruby questioned.

"Like you, someone saw me as exceptional and thought I'd fit right in at the school. Might as well check it out." Peter answered without revealing too much that might suspect his hero identity.

"You must be pretty good. Would love to see you in action." Yang smiles with her arms crossed.

'_You already did though.' _Peter quips with a sweatdrop, recalling their awesome team up at Junior's Club.

The trio's attention was then drawn to a newscast on Vale News Network playing nearby, talking about everyone's new favorite superhero, Spider-Man,_ '…For the past week, the mysterious vigilante known as Spider-Man has been spotted all across Vale, stopping criminal activities and actions of the White Fang. No one knows his true identity, but rumors say he is not a Huntsman and is neither Human or Faunus, and has some connection to that mysterious hole that appeared over the sky of Vale a few days ago. Just who is this Spider-Man and where did he come from?' _

'_It's best they don't know that there's an entire multiverse and I'm from one of those worlds weirder than this one.' _Peter remarked as he and other students continue watching the news on Spider-Man and other related news.

'_In other news, a robbery was led by nefarious criminal Roman Torchwick, who continues to evade authorities. If you have any information on his whereabouts, please contact the Vale Police Department. Back to you, Lisa.'_

The mugshot changes to Lisa Lavender, with a photo of animal-eared demonstrators holding signs saying "WE ARE NOT ANIMALS!" followed by an image of the logo of a growling red wolf's head with three scratch marks. _'Thank you, Cyril. In other news, this Saturday's Faunus Civil Rights protest turned dark when members of the White Fang disrupted the ceremony. The once peaceful organization has now disrupted...' _The news feed was cut off when a hologram of Glynda replaces it.

'_Glynda, I was watching that!' _Peter retorts in his mind.

"_Hello, and welcome to Beacon!" _The hologram said.

"Who's that?" Yang asked her sister and Peter.

"_My name is Glynda Goodwitch."_

"Oh."

"_You are among a privileged few who have received the honor of being selected to attend this prestigious academy! Our world is experiencing an incredible time of peace, and as future Huntsmen and Huntresses, it is your duty to uphold it. You have demonstrated the courage needed for such a task, and now it is our turn to provide you with the knowledge and the training to protect our world." _Glynda states before the hologram disappears.

Ruby among several others cry out a surprise as they look through the glass walls at the town below, "Oh, wow! Look, you can see Signal from up here! I guess home isn't too far after all!"

'_Speak for yourself.' _Peter remarks, feeling a little moody and homesick since he's stuck in a completely different reality with no way of getting back to his home.

Ruby notice he's feeling a little down and sincerely asks him, "Hey Peter, what's your home like?"

"One of the greatest places in the world, but it's very far away from here. It might be a while before I go back home." Peter said depressingly as he stares at the ground.

Yang gently puts a hand on his shoulder to cheer him up, "Beacon's our home now." She said with a smile, slowly cheering him up to smile as well. The trio hear a blond-haired male passenger groaning and hunched over nearby, running to the back of the ship. "Well…I guess the view isn't for everyone." She rolls her eyes.

"It was a nice moment while it lasted." Ruby quips.

"I wonder who we're gonna meet!" Peter wonders as he stares through the window.

"I just hope they're better than Vomit Boy." Ruby remarks. And while Peter tries to be lost in his own world again looking through the window, he realized too late when something happened to his shoe and was told by Ruby, "Oh, Yang, Peter, gross! You have puke on your shoes!"

"What?! Oh, come _on_!" Peter whined.

"Gross, gross, gross, gross, gross, gross, gross, gross!" Yang repeated in utter disgust.

"Get-Get away! Get away from me! Get away from me! Get away from me! Get away from me!" Ruby shouted, trying to run away from puking boy.

**BGM End**

* * *

**Later…at Beacon Academy**

**BGM-RWBY OST-** **EP 2 Score - The Shining Beacon Pt 1**

Several ships carrying students dock at the entrance of the school. As soon as one lands, Vomit Boy emerges and goes over to the nearest trash can, hunching over it as he loses his lunch. Being the nice guy that can relate being awkward, Peter checks on the poor soul. "You feeling better?" He asked him as the boy finished puking everything he's got.

The boy slowly looks up at Peter, "Yeah. Thanks for checking on me."

"No problem." Peter replies as he puts his hand on his shoulder, "If you need anything, just let me know."

The boy nodded with a small smile as Peter leaves to catch up with Ruby and Yang. The trio walk out of the ship alongside several other students and head down the paved path to the front of the school. They stop for a minute to take in awe the entirety of the humongous school that is Beacon Academy. "Wow…" The sisters said in total amazement, while Peter simply whistles.

"The view from Vale's got nothing on this!" Yang remarks with a smile.

'_I don't think the X-Mansion is this big.' _Peter thought.

Ruby instantly gets excited as she sees many students carrying around awesome weapons that she had never seen before. "Ohmygosh, sis! That kid's got a collapsible staff! And she's got a fire sword!" She tries to get closer, but Yang pulls her sister by the hood, while Peter scratches his head giving her a weird look, "Ow! Ooww!"

"Easy there, little sister. They're just weapons!" Yang told her.

"'Just weapons'? They're an extension of ourselves! They're a part of us! Oh, they're _so_ cool!" Ruby said enthusiastically.

'_You'd be great friends with Rocket Raccoon.'_ Peter quipped, knowing that Guardian of the Galaxy is also a fan of dangerous weapons.

"Well, why can't you swoon over your own weapon? Aren't you happy with it?" Yang asked, watching her sister transform her weapon into its scythe form.

"Of course I'm happy with Crescent Rose! I just really like seeing new ones. It's like meeting new people, but better..." Ruby replied.

Yang playfully push her sister's hood down over her face, "Ruby, come on, why don't you go try and make some friends of your own?"

"But... why would I need friends if I have you?" Ruby responds while taking off her hood.

"You have Peter." Yang points her to Peter standing next to them.

"Oh right, I'm still here." Peter joked with a straight face.

"Annnd…Actually, my friends are here. Gotta go catch up. 'Kay, see ya, bye!" Yang quickly said, as in a flash a group of other students surround her and they all dash down the road. They suddenly pass Ruby, but missed Peter as he stepped away from them, causing the caped girl to spin around with dizzy-eyes.

"Wait, where are you going?! Are we supposed to go to our dorms? Where are our dorms? Do we have dorms?" Ruby stops for a moment, still reeling, "I don't know what I'm doing…" She falls backwards into a luggage cart, sending cases flying.

"Ruby, you okay?" Peter shows concern as he runs and drops to his knees to check on her.

"What are you doing?!" A new angry voice gets the duo's attention, moreso Peter as he seems to recognize the voice. He looks up and see Weiss Schnee, the heiress of the Schnee Dust Company.

'_It's that heiress girl I rescued. What's she doing here? Is she attending Beacon? You'd think the daughter of one of the world's greatest companies would go to boarding school.' _Peter remarked in his mind.

"Uh, sorry!" Ruby apologize to the heiress while getting up on her hands.

"Sorry?! Do you have any idea of the damage you could have caused?" Weiss chastises her.

"Uuhhh…" Ruby said cluelessly while holding a case.

"Leave her alone. It was an accident." Peter told the heiress in defense of Ruby.

"I'm not talking to you!" Weiss retorts at the man as he rolls his eyes to her attitude, before snatching the luggage from Ruby, "Give me that!" She opens it to reveal its twinkling-sounding contents, "This is Dust – mined and purified from Schnee quarry!"

"Uuuhhhh..." Ruby remarks, still remaining clueless and dumb.

"What are you, brain-dead?" Weiss holds out a vial of red Dust and shutting the case, "DUST! Fire, water, lightning, energy!"

"I... I know..." Ruby starts coughing from the Dust being repeatedly poured into her face, but Weiss doesn't seem to notice or care in the slightest.

"Are you even listening to me? Is any of this sinking in? What do you have to say for yourself?!" The ignorant Weiss asked.

Meanwhile, Peter crosses his arms listening to the one-sided conversation until his Spider-Sense tingled to something about to explode. _'Spider-Sense? What could-?' _He looks at Ruby, who had been pestered with enough Dust to her face as she looks like she's about to sneeze in front of him and Weiss. _'Oh crud.' _Peter remarked.

Ruby finally sneezed a full-blown explosion of flame, snowflakes, and electricity right onto Weiss and Peter. The bottle she had been holding flies over the courtyard and at the feet of a familiar bow-wearing girl, who picks it up and notices the SDC logo on the side as she reads from a book and looks over at the scene, and was shocked to see Peter over there covered in soot along with Weiss.

"Unbelievable! This is exactly the kind of thing I was talking about!" Weiss reprimanded her while the soot quickly disappears from their bodies.

"I'm really, _really _sorry!" Ruby apologizes, a little embarrassed from exploding on them.

"That's okay, Ruby. Wouldn't be the first time I exploded. Yours was a little cute than how I did it." Peter said, cheering up Ruby to the point she almost smiles, if it wasn't for Weiss and her bossy behavior.

"Ugh, you two are complete _dolts_. What is she even _doing _here? Aren't you a little young to be attending Beacon?" Weiss glares at the youngest student in Beacon.

"Well, I-I..." Ruby remarked.

"This isn't your ordinary combat school. It's not just sparring and practice, you know! We're here to fight _monsters_, so... watch where you're going!" Weiss berates her.

"Hey, I said I was sorry, princess!" Ruby retorts, finally fed up with her attitude.

"Yeah. Chill, Snow Queen." Peter quipped, backing up Ruby.

"It's heiress, actually." said the bowtie girl as she enters the conversation, approaching with the bottle.

Peter lowly gasps in surprise as he recognizes that girl as Blake Belladonna, the girl who knows his secret identity and knows she's secretly a Faunus cat. "It's you…" He said, receiving a small smile from Blake for being remembered.

"Weiss Schnee, heiress to the Schnee Dust Company, one of the largest producers of energy propellant in the world." Blake briefs them what the SDC is all about.

"Finally! Some recognition!" Weiss smiles smugly.

"The same company infamous for its controversial labor forces and questionable business partners." Blake added, which angers Weiss while Ruby and Peter chuckles.

'_Sounds to me the Schnee Dust Company is the Roxxon of this universe.' _Peter chuckled.

"Wha- How dare- The nerve of... Ugh!" Weiss gets up in Blake's face and takes the bottle from her, walking off in a huff as her helpers gather the luggage and follow.

"I promise I'll make this up to you!" Ruby says to the storming Weiss while still feeling sorry for the accident. She then sighs, "I guess I'm not the only one having a rough first day..."

Peter approaches Blake saying, "Thanks for the save."

"Isn't that supposed to be your job?" Blake remarked, remembering he is Spider-Man.

"I like sharing the spotlight." Peter quipped.

"Right. What are you doing here? You're not exactly an 'ordinary' student." Blake asks, wondering why a powerful superhero like Peter is going to school to become a Huntsman.

"I could say the same thing about you." Peter quips with a smirk, which Blake responds with her own sly smirk. "It's complicated, just like everything else in my life." He answered her question.

"That's another thing we both share." Blake smiles before walking off to do her own thing.

Peter stares at the secret Faunus leaving the area while Ruby wanted to introduce herself to Blake, "So, what's…" But was too late as she's long gone. Ruby collapses to the ground on her back and sighs, "Welcome to Beacon…" as she closes her eyes.

"Ah, cheer up, Ruby. First days of school always start off rough. It'll get better." Peter told her.

Ruby doesn't get up from the ground until a shadow comes over her and opens her eyes to that same blond kid from before that threw up on the ship. "Hey…I'm Jaune." He kindly holds out his hand for her to take.

"Hey Jaune. My name is Peter Parker and this is my lovely sidekick, Ruby." Peter jokes as Ruby takes Jaune's hand to stand up.

"Hey, who said I was your sidekick?!" She childishly retorts while flailing her arms around at the chuckling Parker. She then gets a closer look at Jaune, "Aren't you the guy that threw up on the ship?" She asks him, making him very embarrassed.

Peter sighs with a facepalm, _'Not the best way to greet new friends.'_

Beacon inside the walls are filled with scenic trees, arching architecture, and a winding road alongside a river, down which Ruby, Jaune, and Peter are walking while engaging in conversation. "All I'm saying is that motion sickness is a much more common problem than people let on!" Jaune protest to Ruby while Peter listens.

Ruby laughs, "Look, I'm sorry! Vomit Boy was the first thing that came to mind."

"Oh, yeah? What if I called you Crater Face?" Jaune replied.

"Or the Explosive Petal." Peter remarked.

"That's not bad." Jaune gave some points to that clever nickname.

"Hey, that explosion was an accident!" Ruby argued.

"Well, the name's Jaune Arc! Short, sweet, rolls off the tongue - ladies love it!" Jaune said, receiving skeptic looks from Peter and Ruby.

"Do they?" The duo remarked.

"They will! Well, I-I hope they will. My mom always says that... Never mind." Jaune said awkwardly.

Ruby giggles before a short, awkward silence falls between the trio, "So…I go this thing!" She randomly decides to pull out her scythe and stabs it into the ground.

"Whoa! Is that a scythe?" Jaune remarks in surprise.

"It's also a customizable high-impact sniper rifle!" Ruby said with a smile.

Jaune turns to Peter with a confused look on his face, "A-wha…?"

"It's also a gun." Peter clarified while Ruby cocks her gun with a smile.

"Oh. That's cool!" Jaune said.

"So what've you got?" Ruby asks him if he owns any weapons.

"Oh! I, uh…" Jaune unsheathes his blade into his hands, "I got this sword!"

"Ooooohh!" She said, as Peter focuses on the sword as well.

"Yeah, and I've got a shield, too!" Jaune gets his scabbard, raises his arm and expands the metal into his defense.

"So, what do they do?" Ruby asks while touching the shield, causing Jaune to fumble around with it as it retracts off his arm, expands, and retracts again before putting it back in place and finally shrinking it down for good, placing it on his belt.

"The shield gets smaller, so when I get tired of carrying it, I can just…put it away…" Jaune explained.

"But... wouldn't it weigh the same?" Ruby asked.

"Yeah, it does…" Jaune said dejectedly.

"Where's your weapon, Peter?" Ruby turns to Peter as she curious about his weaponary.

"I don't really use weapons." Peter replied, much to Ruby's utter shock.

"What?! Whyyy?! Weapons are like the best thing to have in the entire world!" Ruby retorts in total surprise of his lack of weaponary.

"Well, I prefer fighting with my fists. And I'm super smart to build my own gadgets if I want to, and have the time." Peter calmly replied, being a little awkward with that last part.

Ruby giggles, "Well, I'm also kind of a dork when it comes to weapons, sooo... I guess I did go a little overboard when designing it."

'_Oh yeah. You'd definitely be good friends with Rocket. I hear that space raccoon can build weapons that can blow up moons.' _Peter quipped.

"Wait – you _made _that?!" Jaune remarks to Ruby, shocked that she built her own weapon.

"Of course! All students at Signal forge their own weapons! Didn't you make yours?" Ruby replied.

"It's a hand-me-down. My great-great-grandfather used it to fight in the war." Jaune briefs the two on the history of his weapon.

"Sounds more like a family heirloom to me!" Ruby laughs. "Well, I like it! Not many people have an appreciation for the classics these days."

"I hear that." Peter agrees with a smile.

"Yeah, the classics…" Jaune mumbles while sheathing his sword.

"So why'd you help me out back there? In the courtyard?" Ruby asks as they move on walking again.

"Eh, why not? My mom always says, 'Strangers are just friends you haven't met yet." Jaune answers, walking alongside her and Peter, who looks around his area while trying to figure out something.

"Hmm…Hey, where are we going?" Peter asked his two new friends.

"Oh, I don't know! I was following you guys. Y-You think there might be a directory? Maybe a food court? Some kind of recognizable landmark? Is, uh... Is that a 'no'?" Jaune remarks awkwardly.

Ruby laughs, "That's a no."

**BGM End**

**BGM-RWBY OST-** **EP 3 Score - The Shining Beacon Pt 2**

Peter decides to focus on his Spider-Sense to instinctively find out where they should be going. His internal radar points to the giant auditorium not far from where they're awkwardly standing. "I think we're supposed to be heading to that auditorium. I hear people over there." Peter said to the two, leading them to the auditorium filled to the brim with people. Ruby looks over when she hears her sister's voice.

"Ruby! Peter! Over here! I saved you a spot!" Yang happily waves to get their attention.

"Oh! Hey, we-we gotta go! I'll see you after the ceremony!" Ruby said to Jaune.

"Uh, I'll talk to you later, Jaune." Peter says his goodbyes before leaving with Ruby.

"Hey, wait!" Jaune sighs. "Ah, great. Where am I supposed to find a cool guy like him and another nice, quirky girl to talk to?!" He moves on, unaware a beautiful ponytailed redhead is standing behind him, with a hand on her hips as she watches him walk away.

"Hey, goldilocks." Peter greets Yang with a friendly wave as he and Ruby join up with her.

"Hey, PP." Yang quipped.

"Don't call me that." Peter frowns stoically, as that's a nickname he hates being called by.

Yang chuckles before looking at her sister, who looks very annoyed with her arms crossed, "How's your first day going, little sister?"

"You mean since you _ditched _me and I _exploded_?" Ruby retorted.

"Yikes! Meltdown already?" Yang calmly said.

"Something like that." Peter remarked.

"No, I _literally_ exploded a hole in front of the school! And there was some fire, and I think some ice...?" Ruby said with her hand raised.

"Are you being sarcastic?" Yang smiles broadly, playfully not believing a word.

Ruby scoffs, "I wish! I tripped over some crabby girl's luggage, and then she yelled at me, and then I sneezed, and then I exploded, and then she yelled at me again, and I felt really, _really_ bad, and I just wanted her to stop yelling at me!"

Meanwhile, Peter gets the feeling he and Ruby are being given the cold stare to their backs. His eyes glance back and was slightly startled to see an angry Weiss standing right behind them. He carefully pokes Ruby's shoulder to get her attention, "Huh?"

"YOU!" Weiss shouted, frightening Peter and Ruby with her voice as the caped girl quickly jumps into her sister's arms.

"Oh god, it's happening again!" Ruby cried.

"You're lucky we weren't blown off the side of the cliff!" Weiss retorted.

"Oh my god, you really exploded." Yang softly said in sudden realization.

"Didn't we say we were sorry?" Peter asked the heiress.

"It was an accident." Ruby claims as she gets off of Yang. "It was an accident!" She said to Weiss, only for her and Peter to be met with a pamphlet about Dust, "What's this?"

"A ticket to a concert?" Peter joked.

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product. Although not mandatory, the Schnee Family highly encourages their customers to read and familiarize themselves with this easy to follow guide to Dust applications and practices in the field." Weiss listed off the policies to a clueless and horrified Ruby and an ignorant Peter.

"Uuhhh...?" Ruby remarks, having no clue what she just said.

"You two really wanna start making things up to me?" Weiss asks them.

"Absolutely?" Ruby said unsurely.

"Undecided." Peter quipped casually.

The heiress hands the pamphlet to Ruby, and forcefully hands another one to Peter's chest as he grunts in pain, "Read this, and don't ever speak to me again."

"Look, uh, it sounds like you three just got off on the wrong foot. Why don't you start over and try to be friends, okay?" Yang recommended a more peaceful solution.

"Yeah! Great idea, sis!" Ruby said excitedly as she puts away the pamphlet. She holds out her hand to Weiss as she clears her throat to introduces themselves, "Hello, Weiss! I'm Ruby, and this is Peter! Wanna hang out? We can go shopping for school supplies!"

"Yeah! And we can paint our nails and try on clothes and talk about cute boys, like random, facetious, and scrawny next to you…" Weiss said, acting with fake enthusiasm while making fun of Peter.

"You had me at random." Peter quipped.

"And tall, blond, and _scraggly_ over there!" Weiss points her thumb to Jaune nearby in the crowd.

"Hm?" Jaune remarked confusedly.

"Wow, really?!" Ruby excitedly remarks, not understanding her sarcasm.

There was dead silence between the three until Weiss glares at them with a simple, "No."

Suddenly, their attention was drawn to the stage, where Professor Ozpin is readying the microphone with Glynda beside him. "I'll... keep this brief. You have traveled here today in search of knowledge, to hone your craft and acquire new skills, and when you have finished, you plan to dedicate your life to the protection of the people. But I look amongst you, and all I see is wasted energy, in need of purpose, direction." He said, as the students whisper among themselves, "You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far. It is up to you to take the first step."

As Ozpin leaves, Glynda steps up to talk, "You will gather in the ballroom tonight; tomorrow, your initiation begins. Be ready. You are dismissed."

'_Initiation? What is she talking about? There's something very 'mysterious' about Ozpin that I can't place my finger on.' _Peter ponders in his thoughts.

"He seemed kind of…off." Yang comments on Ozpin's strangely stoic behavior.

"It's almost like he wasn't even there." Ruby remarked.

"I'm a natural blond, you know!" Jaune approaches Weiss from the side, causing her to facepalm in exasperation.

* * *

**Later that night at the ballroom…**

It's the first night at Beacon as students are splayed out in sleeping bags. Ruby is in her pajamas and with a sleeping mask around her head, is writing in a journal when Yang crashes next to her, similarly dressed. "It's like a big slumber party!" Yang crashes onto her bag.

"I don't think Dad would approve of all the boys, though." Ruby replies while not looking up from her journal.

"I know _I _do." Yang replied with a little lust, purring as she watches several muscular, shirtless guys... and Jaune, dressed in feetie pajamas, waving to her, which makes her groan before she returns her attention to Ruby. "Where's Peter?" She asked about the hidden hero.

"Went for a shower." Ruby replied.

"Whatcha workin' on?" Yang asks about the journal she's writing.

"A letter to the gang back at Signal. I promised to tell them all about Beacon and how things are going." Ruby answered with her feet raised up.

"Aw, that's so cuuuute!" Yang teases, which earns her a pillow launched at her face knocking her back.

"Shut up! I didn't get to take my friends with me to school! It's weird not knowing anyone here!" Ruby said with a slightly angry expression.

"What about Jaune? He's…" Yang started, trying to come up with something nice to say to her fellow blonde, "…nice. There you go! Plus one friend! That's a hundred percent increase! Add Peter in and you got another hundred percent increase! That's two hundred percent increase in total!" She said, trying to cheer up her baby sister.

Ruby turns on her back, "Pretty sure Weiss counts as a negative friend. Back to one."

"There's no such things as negative friends! You just made two friends and one enemy!" Yang joked, getting hit with another pillow to the face, this time looking like a dog. "Look, it's only been one day. Trust me; you've got friends all around you! You just haven't met them yet!"

The two sisters notice a candle being lit nearby, and Blake Belladonna is seen leaning against a wall, reading her book. "That girl…" Ruby started.

"You know her?" Yang asked in sudden interest.

"Not really. She saw what happened this morning, but left before I could say anything. But Peter seemed to know her. They talked before she left." Ruby said to her sister, not taking her silver eyes off the girl.

"Well, now's your chance!" Yang happily remarks as she stood up and dragged her sister to the midnight reader.

"Wait! What are you doing?!" Ruby protested, but her words fell on deaf ears as she was dragged against her will.

Blake looks over her book to see Ruby unsuccessfully struggling against Yang's grip as she leads her sister over to Blake's spot before letting go. "Hel-looooo!" Yang sang. "I believe you two may know each other?"

"Aren't you... that girl that exploded?" Blake stated more than asked.

"Uh, yeah! My name's Ruby! But you can just call me Crater..." Ruby goes for a handshake, only to be ignored as the girl went back to her book, and smiles in embarrassment from almost telling her nickname. "Actually, you can just call me Ruby." She scratched her head with a sigh.

"Okay." Blake replied while looking at her book.

Yang turns to her sister and whisper, "What are you doing?"

"I don't know – help me." Ruby whispers back before smiling.

"So…What's your name?" Yang asks the hidden Faunus.

Blake sighs from being distracted yet again, "Blake."

"Well, Blake, I'm Yang, Ruby's older sister! I like your bow!" Yang said, trying to avoid the upcoming awkward situation.

"Thanks," replied an irritated Blake.

"It goes great with your... pajamas!"

"Right…"

"Nice night, don't you think?" Yang said, while Ruby laughs uncomfortably next to her.

"Yes - it's lovely! Almost as lovely as this book!" Blake started, hoping they'd get the message to leave her alone, but they still stand there smiling, "That I will continue to read." She said, as they continue standing, "As soon as you leave!"

"Yeah, this girl's a lost cause." Yang said to her sister, ready to call it quits.

**BGM End**

**BGM-Sonic Unleashed OST-No Reason**

But Ruby finally got some interest in her book, "What's it about?"

"Huh?" A surprised Blake responded to her question.

"Your book. Does it have a name?" Ruby innocently asked.

"Well... i-it's about a man with two souls, each fighting for control over his body." Blake answered, clearly not expecting the question.

"Oh, yeah…That's real lovely!" Yang remarks sarcastically.

"I love books. Yang used to read to me every night before bed. Stories of heroes and monsters... They're one of the reasons I want to be a Huntress!" Ruby stated.

Blake laughs a little, "And why is that? Hoping you'll live happily ever after?"

"Well, I'm hoping we all will. As a girl, I wanted to be just like those heroes in the books... Someone who fought for what was right, and protected people who couldn't protect themselves!" Ruby said.

"That's…very ambitious for a child." Blake smiled, before it turned into a frown. "Unfortunately, the real world isn't the same as a fairy tale."

"Not if you keep up that attitude." A new voice suddenly enters the conversation.

The girls turn around to see Peter in his pajamas approaching them after taking his refreshing shower. "Peter!" Ruby smiled to see her new friend approaching her.

"That's why we're here. To make the world a better place. My uncle always told me that, 'With great power comes great responsibility'. Keep holding onto that belief and anything is possible." Peter said wisely to his friends.

Blake lets out a small smile as that's another speech from the hidden hero that has warmed her heart. Yang has a bright smile on her face too from hearing a powerful phrase like that. And Ruby smiles, taking his words seriously to heart. "You have a wonderful uncle." Ruby sincerely said to him.

Peter nods with a somber smile, reminiscing the wonderful times he's had with his uncle before his passing. "Thanks. You have a good heart, Ruby. Remind me of myself when I was your age. You have potential to be great. And when the going gets rough, rise up and be greater." He said wisely, which causes Ruby to blush and rub her hair in embarrassment from the praise.

"Oh, I am so proud of my baby sister!" Yang happily hugs her sister into the air.

"Cut it out!" Ruby annoyingly kicks out, as the forced sisterly bonding evolves into a dust cloud of fighting limbs and flying stars, all while Peter and Blake share a small laugh watching their antics.

**BGM End**

Blake speaks to the sisters while they are still fighting, "Well, Ruby, Yang, it's a pleasure to have-."

"What in the world is going on over here?! Don't you realize some of us are trying to sleep?"

Blake was rudely interrupted by Weiss storming onto the scene in her own pajamas as Ruby traps Yang's leg. And when Weiss and Yang noticed each other as they recognize each other from earlier, they shout, "Oh, not you again!"

"What're you complaining about this time, Ice Queen?" Peter quipped, nicknaming the heiress.

"_What _did you just call me?" Weiss coldly glares at the jokester.

"Ice Queen."

"Don't MAKE me-!"

"Shh! Guys, she's right! People are trying to sleep!" Ruby tells them to be quiet before Weiss punches Peter.

"Oh, _now_ you're on my side!" Weiss remarks annoyingly.

"I was always on your side!" Ruby retorts.

"Yeah, what's your problem with my sister? She's only trying to be nice!" Yang argues with the ice queen.

"She's a hazard to my health!" Weiss retorts.

"What about me?" Peter remarks.

"You're an _incurable _disease." Weiss angrily points her finger at the hidden hero.

"Ouch, that's cold. Hehe. Fitting." Peter chuckled.

And as Weiss angrily stomps towards a nervous Peter, "You cocky, disrespectful, _unfunny_, son-of-a-!" Blake rolls her eyes at the fight and simply closes her book, reaching over to grab her candle and blows it out, enveloping the entire room in black to end their first night at Beacon.

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Decided to have Peter hang out with Ruby and Yang a little more and establish their relationship early since in the future they basically become family. **

**superjoeyf721: I never played Arkham Origins. Don't know what you're talking about.**

**Tommy: In Volume 1, Spider-Man will be wearing his classic costume with the occasional Iron Spider Armor. Sometime in Volume 2, he'll switch to the "Tech Suit" from Homecoming. And in Volume 3, he'll upgrade to the MCU Iron Spider Armor.**

**Next time: The first step!**

**Question of the Chapter: How do you feel about Peter's character so far? Am I writing him pretty good?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	9. Vol 1 Issue 8: Forest of Doom

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! It's my first day at Beacon Academy, and things are already going as I expected. Being socially awkward. Got puked on. Ruby exploded on me. And Weiss shouting at me. All n' all, a good first day. Wonder how the next day will go? I'm curious what they have in mind for initiation.**

**BGM End**

* * *

_Vol 1 Issue 8: Forest of Doom_

**Beacon Academy**

**BGM-Sonic Unleashed OST-Apotos Day**

"616? Why does that number seem _oddly_ fitting?" Peter scratches his hair while walking through the locker room. It's morning time at Beacon as the hidden spider-hero looks at his Scroll searching for his locker before initiation begins in a few minutes.

As he walks down the locker room, he comes across the extremely one-sided conversation between the hyperactive voice of an orange-haired girl constantly talking to her male friend as he takes out a pair of green, fully automatic pistols with sickle-like blades from his locker. "I know! We'll have some sort of signal! Like a distress signal!" The girl gasps, "A secret signal so we can find each other in the forest! Can you imitate a sloth?"

"Nora?" Her male friend finally replied, after listening to her constant babble all morning.

"Yes, Ren?" Nora Valkyrie answered her best friend, Lie Ren, as he sheathes his weapons in his sleeves.

"I don't think sloths make a lot of noise." Ren remarks stoically.

'_Sloths? No. Spiders? Absolutely.' _Peter joked in his mind.

Nora thinks about his words for a moment before talking excitedly, "That's why it's _perfect_! No one will suspect we're working together!"

Ren smiles while shutting his locker, "Come on Nora, let's go."

"Not 'together-together…'" Nora giggles.

'_She's loud and he's bored. They make the perfect friends.' _Peter joked.

Ren heads out while a skipping Nora follows, passing Ruby and Yang as they are busy readying themselves. "Wonder what those two are so worked up about?" Ruby wonders while opening up her locker.

"Probably because they want to discover the lost treasure of Remnant." Peter chimes in, meeting with the girls with his little joke.

"Peter, hey!" Yang greets him as she puts her arm around his shoulder. "How's your morning? Had any sweet dreams last night? Anything involving me?" She flirts with Peter.

"Yeah, that my jokes were better than yours." Peter chuckled until he was punched in the shoulder. He rubs his shoulder as he turns to Ruby, "So Ruby, you seem awfully chipper this morning!"

"Yep! No more awkward small talk or "getting-to-know-you" stuff. Today, I get to let my sweetheart do the talking." Ruby replies, stroking her Crescent Rose as she sighs happily.

"Did she end up adopting it or something?" Peter lowly murmured to Yang, who simply shrugged in response.

"Well, remember, Ruby, you're not the only one going through initiation. If you wanna grow up, you're gonna have to meet new people and learn to work together." Yang reminded while crossing her arms.

Ruby sighs in frustration, "You sound like Dad!" as she shoves her weapon into the locker. "Okay, first of all: What does meeting new people have to do with fighting? And secondly: I don't need people to help me grow up! I drink milk!"

"She has a point. Y'know, about the whole drinking milk to grow up stuff." Peter said to Yang, who rolls her eyes at his awkward joke.

"But what about when we form teams?" Yang asked her little sister.

'_Teams!? Who said anything about teams?! I can't be on a team!' _Peter thought to himself in shocking surprise, as he doesn't want to be part of a team as he would fear for the lives of his teammates.

"Um, I don't know, I... I'll just be on your team or something..." Ruby nervously replied.

"Maybe you should try being on someone else's team?" Yang remarks while stroking her hair. "Like Peter. You could join his team." She looks around for the boy, but he suddenly separated himself from them. "Peter? Where did you go?" She asked, then spots a whistling Peter walking away from her as he really doesn't want to be in a team. "Peter!" She shouted, but he ignores her while walking.

Ruby suddenly got on Yang's nervous face with a finger accusingly pointed to her, "My dear sister Yang, are you implying that you do not wish to be on the same team as me?"

"What? No! Of course I do! I just thought..." Yang sheepishly tries to think of an excuse. "I don't know, maybe it would help you... break out of your shell!"

"What the-?!" Ruby suddenly shouted, which caught Peter's attention as he turns around to the commotion. "I don't need to 'break out of my shell'! That's absolutely-."

**BGM End**

**BGM-RWBY OST-** **EP 4 Score - The First Step Pt 1**

"Ridiculous!" finished Jaune as he passed between the little shout contest, holding a map and looking lost.

"What's the matter, Jaune?" Peter asks as he walks alongside his other blonde friend.

"There's no way I put my gear in locker 636 yesterday! I would've remembered having to count that high! Why does this have to happen today?" Jaune whined.

"I know the feeling." Peter sighed with a shrug, unknowingly passing by Weiss and that warrior redheaded girl as they ready themselves at their lockers.

"So, Pyrrha, have you given any thought to whose team you'd like to be on? I'm sure everyone must be eager to unite with such a strong, well-known individual such as yourself!" Weiss asked her.

"Hmm... I'm not quite sure. I was planning on letting the chips fall where they may." Pyrrha responds.

"Well... I was thinking maybe we could be on a team together." Weiss said, while being as nice to Pyrrha as she could.

"Well, that sounds grand!" Pyrrha smiled.

"Great!" Weiss responds, but suddenly turns around adopting a scheming pose and manic smile while thinking to herself, _'This will be perfect! The smartest girl in class combined with the strongest girl in class! Together we will be unstoppable! I can see it now! We'll be popular! We'll be celebrities! We'll get perfect grades! Nothing can come between us now!'_

"What are you scheming, Ice Queen? Are you planning something devious?" Peter teases as he interrupts her evil train of thought, making Weiss scowl at his presence and Pyrrha to take interest in him.

"Leave me alone, Parker!" Weiss retorted.

"Don't remember telling you my last name." Peter quipped.

"You LOOK like a Parker! _Park_ somewhere else!" She annoyingly turns around with her arms crossed.

"You know what else is great?" Suddenly, Jaune comes between them to add further irritation to Weiss, "Me. Jaune Arc. Nice to meet you."

"You again?" The irritated Weiss remarks.

"Nice to meet you, Jaune! You too, Parker!" Pyrrha hurriedly lets herself be seen to kindly greet the boys.

"My first name is Peter." Peter awkwardly told her.

"Yeah, yeah." Jaune pushes them aside so he could talk to Weiss alone, while posing slightly. "So, Weiss, couldn't help but overhear your fondness of me the other day." He said while trying to sound cool and confident.

"Oh, you've _got _to be kidding me!" Weiss facepalmed, as she doesn't want anything to do with vomit boy or his flirts.

"Don't worry! No need to be embarrassed! So, been hearing rumors about teams! I was thinking you and me would make a good one! What do you say?" Jaune asked the heiress.

Pyrrha chimes back into the conversation, "Actually, I think the teams are comprised of four students each, so-."

"You don't say." Jaune quickly advances on his new target to flirt with. "Well, hot stuff, play your cards right and maybe you could join up with the winning team."

'_Oh boy.' _Peter tiredly facepalms while shaking his head, as he can't watch Jaune failing to impress both girls anymore.

Weiss then separates Jaune and Pyrrha away from each other, "Jaune, is it? Do you have any idea who you're talking to?"

"Not in the slightest, snow angel." Jaune remarks while simultaneously trying to flirt with Weiss with his voice.

"What about you, Parker?" Weiss turns to Peter.

"She kinda reminds me of an old friend of mine. You're both redheads and pretty attractive, but my friend dreams of being a supermodel one day." Peter replied, comparing Pyrrha to his ex-girlfriend, Mary Jane Watson.

"That's wonderful. Tell your friend I wish her the best." Pyrrha smiled.

"Thanks, but, sorry, I'm afraid I don't really know who you are." Peter apologized, feeling ashamed he doesn't know Pyrrha.

"_This _is Pyrrha." Weiss introduces her.

"Hello again!" Pyrrha innocently waves at them.

"Pyrrha graduated top of her class at Sanctum!" Weiss lists off her amazing achievements to Peter and Jaune.

"Never heard of it." Jaune remarked.

Weiss scoffs, "She's won the Mistral Region Tournaments four years in a row! A new record!"

"The what?" Peter responds confusedly.

Weiss glares at the clueless boys as she waves her arms rapidly in anger, "She's on the front of every Pumpkin Pete's Marshmallow Flakes box!"

Jaune gasps suddenly as he finally recognizes Pyrrha from something, "That's _you_?! But they only do that for star athletes and cartoon characters!"

"Yeah, it was pretty cool. Sadly, the cereal isn't very good for you." Pyrrha stated.

"So, after hearing all of this, do you really think you're in a position to ask _her_ to be on your team?" Weiss asks Jaune if he still plans to add Pyrrha to his team.

"I guess not…Sorry…" Jaune sadly hangs his head.

"I don't want to be in a team anyway." Peter remarked.

"Why? I think you and Jaune would make great leaders!" Pyrrha said to cheer them up.

"D'oh, stop it!" Jaune immediately brightens back up.

"Being a leader is the LAST thing I want to be." Peter remarks, still not keen on teams and leaders.

"Seriously, please stop it. This kind of behavior should not be encouraged!" Weiss retorts, mostly to Jaune as she doesn't mind Peter not being a leader.

"Sounds like Pyrrha's on board for Team Jaune. Spots are filling up quick! Now, I'm not supposed to do this, but maybe I could pull some strings, find a place for you. What do you say?" Jaune flirts with Weiss up close, making her a little uncomfortable.

"All right, that's a bit too close! Pyrrha, a little help, please?!" Weiss requests help from her.

Peter's Spider-Sense tingles in time for him to narrowly avoid Pyrrha's javelin as it strikes Jaune, sending the would-be leader flying away. "Was that really necessary?" Peter asks the redhead, as he thinks that was a little too much.

"I'm sorry!" Pyrrha shouts, apologizing to Jaune.

Suddenly, Glynda's voice is heard making an announcement on the intercom system, _'Would all first-year students please report to Beacon Cliff for initiation? Again, all first-year students report to Beacon Cliff immediately.'_

Weiss passes Jaune as he hangs from the wall of a locker on her way out. Pyrrha follows her, grabbing her spear and dropping Jaune to the ground. "It was nice meeting you!" She said to him before leaving.

"Likewise…" He said, slumping against the locker.

"Ah geez…" Peter approaches his friend, embarrassed for him as he notices Yang and Ruby approaching them.

"Having some trouble there, lady-killer?" Yang joked.

"I don't understand. My dad said all women look for is confidence! Where did I go wrong?" Jaune wondered, accepting Ruby's offered hand and uses her to lift himself back up.

"Don't ask me. I have worse luck with women than you do." Peter remarked.

"Maybe calling her 'Snow Angel' and 'Ice Queen' _probably _wasn't the best start." Yang quipped.

"Oh yeah?" Peter casually quips as he walks away with Yang.

"Come on, Jaune, let's go." Ruby leads Jaune out of the locker room by supporting him and his damaged self-esteem.

* * *

**Beacon Cliff**

All first-year students found themselves at the Beacon Cliff, which overlooks a massive forest. They're all standing on silver tiles in front of a mug-holding Professor Ozpin and Glynda with her tablet.

"For years, you have trained to become warriors, and today, your abilities will be evaluated in the Emerald Forest." Ozpin started talking.

Glynda quickly took over, "Now, I'm sure many of you have heard rumors about the assignment of "teams." Well, allow us to put an end to your confusion. Each of you will be given teammates... _today_."

"Huh?!" A shocked Peter remarks with widen eyes.

"What? Ohhh…" A scared Ruby remarks.

Ozpin continue explaining, "These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well." He said, which causes Ruby to groan and Peter gives him a displeasured stare as he continues, "That being said, the first person you make eye contact with after landing will be your partner for the next four years."

"Whaaaaat?!" Ruby remarks in utter shock and surprise.

"No, no, no, no! I did not sign up for this!" Peter retorted.

Nora nonchalantly says to Ren, "See? I _told _you-!"

Ozpin interrupts her with further instructions, "After you've partnered up, make your way to the northern end of the forest. You will meet opposition along the way. Do not hesitate to destroy everything in your path... or you _will_ die."

Jaune laughs nervously and then gulps loudly. _'You crazy old man. How many kids died and been put on Beacon's wall of shame?' _Peter jokes in his thoughts.

"You will be monitored and graded through the duration of your initiation, but our instructors will not intervene. You will find an abandoned temple at the end of the path containing several relics. Each pair must choose one and return to the top of the cliff. We will regard that item, as well as your standing, and grade you appropriately. Are there any questions?"

"Several, but I'll go with the nicest one." Peter joked as he asks him a question, "There're 17 of us, which is an uneven number last time I checked. So someone is not going to have partner?"

Ozpin thought about it for a moment, "Keen eye, Mr. Parker, but the one person that is unable to find a partner will be graded like the rest of the students, though I do not recommend being said person."

Peter silently fist-pumps with glee as he celebrates in his own mind, _'Yes! I can still be a solo-spider! Just gotta ignore everyone! Easy peasy!'_

"Are there any other questions?" Ozpin asked.

"Yeah, um, sir?" Jaune raises his hand for a question.

"Good! Now take your positions." Ozpin ignores Jaune as everyone strikes a pose on their tile. Nora crouches low, Ren wields his weapons, Yang raises her fists, Ruby readies her body, and Jaune is still raising his hand.

"Uh, sir? I've got, um... a question." Jaune says, as Weiss rises up into a springboard, rocketing into the air and over the forest, as the platforms activate down the line. "So, this landing…strategy thing…Uh, wha-what is it? You're, like, dropping us off or something?" He asked the headmaster.

"No. You will be falling." Ozpin calmly replied.

"Oh, uh, I see... So, like, did you hand out parachutes for us?" Jaune asked again as more students are being thrown.

"No. You will be using your own 'landing strategy'." Ozpin replied again.

"Uh-huh…Yeah." Jaune remarks, still not seeing an excited Nora and Ren getting launched.

Peter saw as Yang sent a wink towards him and Ruby before putting on a pair of aviators, and flies off with a "Woo-hoooooooo!" Ruby gives a smirk and a thumbs up, which he shares, before she too was sent flying.

Peter took his position as he crouched low, _'This is gonna be a doozy.' _He said before being sent off as well, leaving Jaune as the last student on the cliff.

"So, what exactly is a landing strategYYY!..." Jaune asks this part just when he finally has to get hurled with the cloud of students now making their way down into the forest below under the eyes of the teachers, while Ozpin simply takes a sip of his drink.

**BGM End**

**BGM-RWBY OST-** **EP 5 Score - The First Step Pt 2**

Peter flies through the air, allowing his body to feel the wind rushing in and the feeling of weightlessness being of great comfort every time he web swung anywhere. _'No webbing to help me land. How is everyone else doing?' _He looks at Ruby firing off a few rounds from her gun to slow her down, then turns the weapon into its scythe form to catch the branch of a tree in her blade and fall downward at a slower pace.

Weiss, armed with Myrtenaster, summons a white snowflake circle under her and leaps off of it to the forest below.

Ren descends, with Nora briefly being seen next to him at a faster speed, and spins in the air, eventually using StormFlower's blades to spiral around the trunk of a large tree and hit the ground, brushing off his clothes before looking up to see…

"Woo-hoo! Yeah! Alley-oop!" Yang soaring right over the treetops using her gauntlets and its fiery force to push her through the air further and further north, spinning and laughing with each blast, even when she crashes through the leaves of a tree and leaps off two trunks to tumble to the ground.

"Nailed it! She said nonchalantly before running off.

Pyrrha, her weapon in sword form and armed with a shield, crashes through several trees and rolls on a branch, immediately shifting her blade into a rifle and looking through the scope at Jaune as he continues to scream and fall helplessly. Pyrrha coolly transforms her weapon again to its spear form, takes a moment to evaluate her throw, and rockets the javelin deep into the forest until a "THUNK!" is heard.

"Thank you!" Jaune shouted from the distance.

"I'm sorry!" Pyrrha shouts back with a wave.

Peter just has a jealous look on his face as he's the only one, besides Jaune, who doesn't have a stylish landing strategy. _'Showoffs.' _He said in his thoughts, until he found himself crashing through branches and trees, but was caught by one branch, "Yes!" which quickly broke, "No!" as he hits the ground with his head.

The hidden spider pulls his head out of the ground and gasps for air, "Perfect landing. Just like I planned it." Peter quipped. And as he stood up, a bunch of leaves bury him back down as he groans tiredly, "Uggghhh…"

* * *

**With Ruby in Emerald Forest…**

In the middle of the forest, Ruby lands in a crouch, then darts off with a single mantra in her mind. _'Gotta find Yang! Gotta find Yang, gotta find Yang, gotta find...' _And then shouts, "YANG! YAAAAANG!" And then returns to her thoughts, _'Oh, this is bad, this is really bad... What if I can't find her? What if someone finds her first? Well, there's always Jaune. He's nice. He's funny! ...I don't think he's very good in a fight, though. Ooh! What about Blake?! So mysterious, so calm... Plus she likes books! Then again, I'm not sure I'd be able to hold a conversation with her... Ugh! Okay, who else do I know in this school?'_

She suddenly stops in her tracks as she remembered, _'Peter! There's Peter as well! He's nice, he's funny, he's mysterious, he's calm, he's wise, and I think he also likes books! He's like the perfect combination between Yang, Blake, and Jaune.' _She starts running again, _'Peter or Yang are my best options right now!'_

Time seems to slow down as Ruby skids to a halt in front of Weiss as she is turning to face her. She stops just in time for their eyes to meet and a pregnant pause follows. This ends when Weiss turns on her heel and walks the other way. "Wait! Where are you going?!" Ruby follows her slightly, but stops and kicks the ground dejectedly, "We're supposed to be teammates…"

Weiss is seen struggling through the forest, giving an occasional grunt or "Ow!" as she pushes plants out of her way. She brushes herself off and sighs in relief when she hears a voice above her.

"Come on, come on! Stupid…!"

Weiss sees Jaune hanging a few feet in the air by the spear embedded in his hood and the tree behind him. As he gives up trying to pull it out, he looks down and sees Weiss, giving an embarrassed wave. Weiss simply heads back in the direction she came from and Jaune groans in dejection.

Making her way to Ruby, she passes by her while pulling on her hood, "By no means does this make us friends."

Ruby though was overjoyed as she's dragged away into the bushes, "You came back!"

Jaune watches the girls leave while waving his arms, "Wait! Come back! Who's going to get me down from here?!"

"Jaune?"

Jaune then looks down at his savior, who happens to the lovely Pyrrha, "Do you…have any spots left on your team?"

Jaune crosses his arms, "Very funny…" but eventually looks down at her and gives a smile, which she returns.

**BGM End**

* * *

**Back with Peter…**

**BGM-Sonic Rush OST-Theme of Comical Event**

The outworldly hero walks through the forest while brushing off whatever leaves that remained on his clothes, "Ugh. I feel trapped in one of Kraven's favorite jungle spots. Why couldn't we take a written test? _No_, of course not. Old Man Oz wants to be _dramatic_. And very secretive. He never told me about teams, otherwise I would've rejected his offer right up his stoic face. I can't be responsible to what happens to a bunch of _rookies_. If this 'big threat' I'm preparing for is as dangerous as I'd imagine…If they get caught in my world…get killed…I'll never forgive myself…" Peter rambled somberly, expressing his feelings for why he doesn't want to be part of a team.

He stopped rambling when his Spider-Sense tingles, which really annoyed him, "Oh, now what?" He mumbled tiredly with an annoyed shrug. He quickly side-steps away from a Grimm Ursa that flew through several burning trees. Peter stares at the dying Grimm and stares at the direction it was smashed through, "Do I _want _to know what's going on?"

"What! You want some, too?!"

"I recognize that temper tantrum." Peter walks through the forest in time to see a very angry Yang confronting another Ursa, only for the creature to fall down a second later thanks to Blake striking it's back. Yang pants in exhaustion while Blake recalls the weapon back to her hand, sheathing it on her back. Yang's red eyes turn back to purple as she speaks to her new partner over the smoking remains of the monster.

"I could've taken him." She said nonchalantly.

Blake looks around Yang's shoulder and spots Peter standing behind across from them, who has been watching them. "Peter?" She said, which got Yang's interest as she turns around spotting him as well.

'_Whoops.' _Peter thought, as he didn't want to meet anyone during this initiation. "Uh, sorry. Took the wrong turn at albuquerque. I'll leave now." He awkwardly said as he tries to leave, but the girls wouldn't allow him a single step.

"Have you found a partner yet?" Yang asked him.

"N-No. You two were the first ones I saw." Peter replied, still feeling awkward.

"So I guess that makes us _both _your partners." Yang smiled.

"Oh…goody…" Peter remarks with a sheepish smile, as this wasn't part of his plan at all.

"Okay, partner A and partner B, let's go find us some relics! Woo-hoo!" Yang hollered excitedly, leading her new reluctant partners deeper into the forest.

'_Smooth, Parker. The only person in this damn initiation who doesn't want partners, now has TWO. Typical Parker Luck. It transcends even dimensions.' _Peter groaned.

**BGM End**

* * *

**With Ozpin…**

**BGM-RWBY OST-** **EP 7 Score - The Emerald Forest Pt 2**

Back on top of the cliff, the headmaster watches the students on his Scroll when Glynda walks up behind him, holding her own tablet. "Our last pair has been formed, sir." She informed as she pressed the video where Ren and Nora were, "Nora Valkyrie and Lie Ren. Poor boy…I can't possibly imagine those two getting along. Still he's probably better off than Miss Nikos." The video changes to Pyrrha and Jaune's trek through the woods.

"Mmmm…"

"I don't care what his transcripts say. That Jaune fellow is not ready for this level of combat. And there's also Mr. Parker. He deliberately chose to avoid people and not have a partner when he decided not to help Ms. Xiao Long before Ms. Belladonna stepped in. What is he thinking?" Goodwitch deactivates the tablet, walking back a little. "I guess we'll find out soon enough. At their current pace, they should reach the temple within just a few minutes." She turns back to the headmaster, "Speaking of which, what did you use as relics this year?" She asks but receives only silence from her boss, "Professor Ozpin?"

Ozpin doesn't answer, watching his tablet with a contemplating interest as it shows the footage of Ruby Rose, along with another one showing Peter Parker.

* * *

**With Peter…**

From the forest, he alongside his new partners, Yang and Blake, step out into a clearing that reveals the circular stone temple, broken and decrepit but for the platforms around its inside, holding several black and gold objects.

"Think this is it?" Yang asked her partners.

In response, Blake gives Yang an incredulous look and heads down the hill alone. "I think that's a yes." Peter quips, before he and Yang follow suit. They walk across the floor and observe the items on each pedestal, now shown to be familiar shapes.

"Chess pieces?" Blake looks at a black king with a look of confusion.

"Some of them are missing. Looks like we weren't the first ones here." Yang pointed out.

"Or someone is playing their game of chess here." Peter joked, looking at the pieces himself.

"Well, I guess we should pick one." Blake decided unsurely.

Yang approaches one of the relics, studying the golden knight then picks it up and shows it to Blake. "How about a cute little pony?" She asked her partner as Peter was looking at all the pieces somewhere else.

Blake rolled her eyes, but couldn't help but smirk at the actions of the blonde, "Sure."

"That wasn't too hard!" Yang said as both teammates walk towards each other to the center of the temple floor.

"Well, it's not like this place is very difficult to find." Blake said, sharing a smile with her partner.

Suddenly, they all heard a very girly scream coming from the forest. "Some girl is in trouble." Yang said.

'_Why do I have the feeling that wasn't from a girl?' _Peter remarks. His spider-sense the goes off alerting him to the sky. Blake notice his action and also looks up to the sky to see what's wrong.

"Peter, Blake, did you hear that?" Yang asked.

The two don't answer as they are focused on something in the sky. "Did you guys hear that?" She asked again. "What should we do?"

Then they all suddenly heard another girl screaming, but this time on top of them, "Heads uuuuuuuup!" Ruby screamed, falling from the sky.

**BGM End**

**BGM-RWBY OST-** **EP 8 Score - Players and Pieces**

'_Ruby? Where did she come from?' _Peter asked. Just as she's about to hit the ground panicking, Jaune suddenly flies through the air and crashes into Ruby, knocking her off course and sending both into a tree to the left of where the partner trio are standing. _'Where did JAUNE come from?' _Peter wondered, as Ruby is dazed by the rough landing.

"Ooohhhh…What was that?" Ruby says, as the dizziness passes when she shakes her head.

"Eh-hem!"

Ruby looks up to see Jaune hanging upside-down in a tree branch above her, "Hey, Ruby…"

"Did your sister just fall from the sky?" Blake asked Yang, who didn't have any answer for that weirdness.

More weirdness arrives as several crashing noises are heard in the forest ahead of them, and an Ursa comes out, claws swiping, just as a pink blast of energy hits it in the back and it crashes to the ground, depositing its rider. "YEEEE-HAAAAW!" Nora suddenly rolls off of the creature's back, then gets up and groans, saddened, "Awwww…it's broken." She dashes onto its neck and observes the carcass as Ren comes up behind her.

"Nora! Please…Don't ever do that again." He pants while leaning on the monster, but then looks up again to see his partner run off, and looks around frantically for her.

"Oooohh…" Nora was at the temple, staring at a golden rook relic and suddenly grabs it, "I'm queen of the castle! I'm queen of the castle!"

"Nora!" Ren shouted, making her stop dancing with the rook on her head, then salutes, dropping the relic into her hand.

"Coming, Ren!" She skips off to her friend.

Yang was dumbstruck just as much as Blake and Peter, who has his arms crossed while impatiently tapping his foot. "Did that girl just ride in on an Ursa?" Blake asked.

"This is getting weirder by the-." Peter's remark was interrupted by his spider-sense, "NOW what?"

They were again met with another Grimm destroying everything, as Pyrrha comes into the scene as the scorpion creature uproots entire trees in its chase after her. Pyrrha narrowly dodges its giant claws and keeps on running.

"Jaune!" She shouted.

"Pyrrha!" He shouted.

Ruby stands up, looking at the monster below, "Whoa!" she starts running off of the branch and landing in a roll.

"Ruby!" Jaune whines.

"Ruby!" Yang remarks as her sister stands up, back to the ground.

"Yang!" She said excitedly, raising her arms as if to give her sister a hug.

"Nora!" She suddenly comes between the two and knocking them off-balance in surprise.

Meanwhile, the scorpion Grimm continues to follow Pyrrha as she runs. "Did she just run all the way here with a Death Stalker on her tail?" Blake points out nonchalantly.

Yang gets angrier and angrier from all this random nonsense until she growls and erupts in a small burst of fire as her eyes flash red, "I can't take it anymore! Can everyone just chill out for two seconds before something crazy happens again?!"

"Someone needs a chill pill. Where's the Ice Queen when you need her?" Peter quipped.

"Umm…Peter?" Ruby tugs on his sleeve and points to the sky, as everyone sees Weiss hanging on a talon the size of her entire body that belongs to a gigantic Nevermore.

"How could you leave me?!" Weiss shouted, calling down to Ruby.

"I said 'jump'!" Ruby yelled back.

"She's gonna fall." Blake remarks.

"She'll be fine." Ruby responds.

"She's falling." Ren said.

"She's doomed." Peter quipped.

Jaune is finally out of the tree, panting until he looks up and grins at the sight of Weiss falling through the air, giving him the opportunity to jump off the branch with arms outstretched and catch her in a slowed-down moment. He smiles at her while trying to act cool, "Just…dropping in?" Weiss is speechless, as Jaune realizes why when they both look down. "Oh, god." They hang on to each other wide-eyed as their moment of suspension ends, their weapons flying behind them, "Oh, noooooooooo- Oomph!" Jaune does a faceplant into the dirt, limbs splayed out, and serves as the perfect landing spot for Weiss as she falls into a seated position on his body.

"My hero." Weiss remarks mockingly.

"My back…" He groaned.

The Death Stalker is still hunting Pyrrha, but she manages to land on her side at the feet of the heroes.

"Great! The gang's all here! Now we can die together!" Yang said sarcastically.

"Not if I can help it!" Ruby shouts a battle cry as she rushes towards the Grimm.

"Ruby, wait!" Yang called after her little sister.

"What are you doing?!" Peter shouts to get her attention, though it ended up falling on deaf ears.

Still screaming and feeling confident, Ruby fires her weapon and charges at the oncoming Death Stalker. When the two meet, the Grimm swipes Ruby away and she is knocked back. "D-Do-Don't worry! Totally fine!" She said slowly getting up.

'_Not for long if you keep this up!' _Peter thought as he rushes to help her.

Ruby turns back to the monster and shoots it in the skull, running away from it and sheathing her scythe as the Death Stalker now goes after her. "Hey, ugly! Tell me if this stings!" Peter jumps into the fight with a powerful flying kick that knocks back the creature.

"Peter!" Ruby was surprised to see Peter come to her rescue.

"GO! I'll hold it off!" Peter shouts at her to run, which she does as he focus on fighting the Death Stalker. "C'mon! You're not the first scorpion I've embarrassed!" He taunts the creature, as it repeatedly tries to stab Peter into the ground with its tail but misses because of his spider-speed. Peter flips over another tail strike onto its back with a powerful stomp.

"Ruby!" Yang shouts while running to save her sister.

Ruby rushes towards Yang, but the Nevermore caws above them, flapping its wings and releasing lines of sharpened feathers with points that catch on Ruby's cape and prevent Yang from reaching her.

"Ruby, get out of there!" Yang shouted.

Her sister tries but is unable to move with her cloak stuck, "I'm trying! Peter, HELP!"

Peter backs off from the Death Stalker when he heard Ruby calling for his help. "I'm coming!" He shouted back, unaware that he's about to be grabbed by the scorpion's large tail. "Huh? Noooooo!" He yelled while struggling to break free from its strong grasp, and was ruthlessly thrown through several trees as they are knocked down in the process.

"PETER!" Blake shouted, showing concern with a worried expression.

With Peter dealt with for the moment, the Death Stalker approaches the scared Ruby, raising its golden stinger above her and prepares to kill the helpless girl. "RUBY!" Yang cries out in vain, as a white blur races past her.

Ruby closes her eyes as it looks like this is the end as the stinger is about to pierce her. But then, she heard a voice, "You are _so _childish!" as the caped girl opens her eyes to the sight of the stinger encased in ice and lowers her arms from their futile position over her head as she stares at her savior.

"Weiss…?" She remarks, as it was Weiss and her ice abilities that saved her from certain death.

Weiss continues berating her, "_And _dim-witted, _and _hyperactive, and don't even get me started on your fighting style. And I suppose I can be a bit…_difficult_…but if we're going to do this, we're going to have to do this together. So if _you _quit trying to show off, I'll be…_nicer_."

"I'm not trying to show off. I want you to know I can do this." Ruby protested.

"You're fine." Weiss says while walking away.

Ruby breathes a sigh of relief, then closes her eyes and clasps her hands as she gratefully whispers, "Normal knees…" She gets up and stares at the Death Stalker as it struggles to escape with its tail trapped in the ice, "Whoa!"

Yang rushes up to her sister and gives her a strong hug, which she grunts upon receiving, "So happy you're okay!" The sisters stare at each other for a moment, then look up at the Nevermore still flying overhead and roaring.

"Guys? That thing's circling back! What are we gonna do?" Jaune asks the entire group assembled.

"Look, there's no sense in dilly-dallying. Our objective is right in front of us." Weiss gestures the heroes to stare at the relics nearby.

"She's right. Our mission is to grab an artifact and make it back to the Cliffs." Ruby said, nodding to Weiss. "There's no point in fighting these things."

"Run and live – that's an idea I can get behind!" Jaune said.

"What about Peter?" Blake asks, still concerned for the brave soul that tried to save Ruby.

"Oh no. Peter? PETER?!" Ruby frantically looks around for her friend, praying he's still alive after he tried to save her. What she does see is the Death Stalker breaking away from its bonds and pursues the students for another kill, until it was intercepted by someone and something.

"SURPRISE!" Suddenly, a large tree was hurled straight at the scorpion and crush it onto another large tree. The students were both shocked and amazed someone had the strength to throw a large tree and looks at the person who threw it. It was Peter, still alive with some scratches that he can easily walk off, standing where he was smacked through earlier. "Missed me? Hate leaving you guys all alone." He quipped.

"Peter, you're alive!" Ruby said, overjoyed he's still alive.

"How did he throw that huge tree…?" A shocked Weiss remarks, having underestimated Peter's strength and durability.

Peter's spider-sense warns him to prepare for a double assault from both the Nevermore and the Death Stalker rapidly approaching him for vengeance. "I'll hold them off! Get the relics and get outta here!" He shouted at his friends while dodging the Grimms' vicious attacks.

"But don't you need a relic?!" Ruby remarked.

"I DON'T CARE!" Peter yelled, which shocks his friends by his surprising response. "I'm not allowing anyone else to die on my watch!" He says, ducking under a powerful swoop from the Nevermore and jumps high to grab it by the feet, allowing himself to be taken into the air. "I'll catch up! Just GO!" He shouted at Ruby and the others.

Though worried, Ruby will put her trust in Peter and believe he'll be safe. She goes over and grabs a gold knight while Jaune takes hold of a gold rook, then they share a smile with each other.

"Time we left!" Ren said.

"Right." Ruby nods, waving to the others, "Let's go!" She goes forward with everyone following except for a smiling Yang and Blake as the latter approaches her partner.

"What is it?" Blake asked her.

Blondie doesn't say anything as she's too distracted staring proudly at Ruby as she leaps on a boulder and motions the group onward. "Nothing…" Yang finally answered before moving on with a smiling Blake.

The group head out of the forest and into another abandoned series of structures as the Nevermore follows them from the air, with Peter attached on its back. "C'mon, Adrian! Or do you prefer I call ya Toomes? You certainly smell like an old geezer!" Peter quipped, trying his best to not get thrown off. The others spread out when it passes above, concealing themselves behind some of the stone blocks with their allies as it perches on a high column. Peter punches it, causing it to caw as it tries to shake him off.

"Well, _that's _great!" Yang remarks in annoyance.

Jaune looks behind at the Death Stalker bursting onto the scene, "Ah, man, RUN!" The group emerges from their hiding spots, causing the Nevermore to rise up into the air while Peter continue fighting on its back.

"Nora, distract it!" Ren ordered.

Nora obliges, running out from her block and jumping through the feather projectiles before reaching behind her and launching several heart-topped shells from her grenade launcher, bursting into pink electricity when they hit the Nevermore and causing it to retreat. She is unaware of the Death Stalker rushing up behind her until Blake and Ren perform a cross-slash with their Gambol Shroud and StormFlower against its shell. Weiss lands next to Nora so she can create a jumping platform beneath them and leap to safety while Blake and Ren are now being chased.

"Go, go!" Pyrrha stops running beside Jaune and gets out Miló, firing red shots alongside Ren's green blasts for a second until it reaches them and tries to swipe, prompting the group to run again.

The eight race over the ancient stone bridge, not noticing the Nevermore closing in on them until it uses its giant wings to shatter the path right in the middle, forcing Ruby, Weiss, Yang, Nora, and Jaune closer to the central collection of columns and leaving Blake, Ren, and Pyrrha on the other side with the Death Stalker.

"Parker, weren't you supposed to hold that thing off?!" Weiss angrily yells at him.

"I tried sweet-talking it, but it didn't work! Now I really have to get physical!" Peter quipped, pulling on the bird's large feathers to barely control its flight pattern, getting it in the line of fire from Ruby's gun while Jaune notice Blake getting beaten back by the scorpion.

"Man, we gotta get over there! They need help!" Jaune said, coming to the edge of the break in the bridge.

"Let's do this!" Nora runs up beside him.

Jaune looks down at the misty abyss, "Yeah, but, uh... I can't make that jump." Nora smiles diabolically at him, laughing as she knocks him back, turns her weapon to its full-length hammer form, and jumps to the edge of the bridge. "Oh, wait!" He shouted, as she slams the hammer into the bridge and throws Jaune to the other side, yelling, "No, no, no!"

Nora places one foot on the hammer and fires it off the collapsing section of bridge, launching her to slam its face right in the center of the Death Stalker's skull. She fires it just as the stinger comes down to get her, and blasts back again to avoid its reach, accidentally knocking into Blake and making her fall from the edge. At the same time, Peter was finally shaken off the Nevermore's back as he too falls to the abyss, screaming. Blake sees the Nevermore and the falling Peter above her and launches her whip so the gun's blade sinks into the edge of the bridge, circling around and grabbing Peter.

"Why did you save me? I had a plan." Peter joked.

"Except for the part where you _didn't_." Blake remarked.

The duo leaped onto the aerial Grimm's back, dashing all over its body while Peter punches and kicks while Blake slashes the entire time, before they jumped off and land on the ruined platform at the top of the columns next to Ruby, then going over to Yang and Weiss.

"It's tougher than it looks!" Blake told the group.

"Then let's hit it with everything we got!" Yang readies her gauntlets as the five heroes spot the Nevermore approaching them.

The girls set their weapons to fire a barrage of blasts at the bird, while Peter stands there feeling utterly useless as he doesn't possess any projectile attacks. "Sure. Keep showing off in front of the only one without a weapon." He joked, feeling jealous. The Nevermore either dodges or takes their blasts harmlessly until it crashes through the columns and platform. The girls and Peter leap from one section of falling stone to the next until they reach the higher bridge on top, just below the cliffs.

"None of this is working!" Weiss remarked.

"Ya think?" Peter quips, which causes Weiss to growl at him.

Ruby watches Blake whip over to another section of the area and Yang firing round after flaming round at the Grimm, which gives her an idea. "I have a plan! Cover me!" She blasts away as Weiss raises her blade and heads into the fray.

"And I'll just stay here being useless, I guess. This is why I prefer working alone." Peter quipped.

Down below, the Death Stalker is still battling Jaune, Ren, Nora, and Pyrrha. "We gotta move!" Jaune said, prompting his squad to rush towards it. The Death Stalker aims a claw at Pyrrha, but she deflects it with her Akoúo shield and slashes it with her blade. The scorpion recoils and swipes at her with its other claw, but Jaune is there to deflect it with his shield, knocking it back so Pyrrha can leap over and attack its face. Ren runs up firing and gets on the stinger when it tries to hit him, shooting at the base between it and the tail while Nora fires more grenades at the attacking claws. Pyrrha hurls her javelin straight into one of the monster's ten eyes, making it throw Ren to the side.

"Ren!" Nora shouts in concern, as Ren hits the side of a stone block hard and falls to the ground, not getting back up. Jaune, though, manages to stand and notice the stinger is hanging limply.

"Pyrrha!" Jaune called out.

"Done!" She raises her shield and hurls it like a discus, slicing the stinger off and causing it to fall into the Death Stalker's head as Pyrrha retrieves her rebounding shield.

"Nora, nail it!" Jaune ordered.

"Heads up!" Nora jumps on Akoúo, Pyrrha leaps as Nora aims her blast down to give herself a maximum lift, and she smiles the entire way up before twirling down until her hammer slams its head into the stinger, driving the point through the Death Stalker's head and crushing the bridge beneath it.

Jaune and Pyrrha bound over the monster to the land behind it, and Nora fires up and away behind them as the monster falls to its doom. Jaune hits the ground on his back, Nora lands on her bottom, Pyrrha manages a crouched pose, and Ren simply walks over to them, panting and groaning until he just collapses. The other three get up and watch as the Nevermore is peppered with firepower.

Yang is still burning through her ammo on the beast, landing a blow at its face and causing it to head right towards her, but she leaps for its open maw and forces the beak wide as she attacks. "I! Hope! You're! Hung-! …gry!" She screams and fires a round with each syllable. She looks behind her and jumps back from its mouth onto a ruin, causing the creature to crash into the cliffs.

Despite Yang's attempts, the Nevermore recovers quickly, and Yang smiles as she spots Ruby and Blake on the broken columns with Weiss rushing to the battle. Yang passes her while the Nevermore starts to fly back up, but Weiss hops over to the ruin it's lifting off of and freezes the tip of its feathery tail to the ground, leaving it stuck in the same spot despite its flapping. Weiss back-flips into a snowflake-circle jump and lands on the other side, running to the group.

Blake fires the pistol portion of Gambol Shroud over to Yang, and the two tighten it between the columns so Ruby can jump on the center with Crescent Rose and bend it back into Weiss' black sigil, right next to the caster.

"Of course _you _would come up with this idea." Weiss retorted, though she didn't stop.

"Think you can make the shot?" Ruby replied.

"Hmm! Can I?" Weiss remarks sarcastically.

A second passes as Ruby didn't understand her sarcasm, "Can't?"

"Of course I can!" Weiss indignantly shouted.

Ruby looks forward and pumps Crescent Rose as Weiss turns the circle from black to red and releases Ruby at such a speed that the ground behind her launch cracks, rose petals flying from her ascent. With each new shot, she gets closer and closer to the trapped Grimm until her scythe catches the Nevermore's neck in its blade and causes them both to fall to the cliff wall. Weiss raises her sword and creates a series of white circles up the wall, which Ruby dashes through by firing the entire way up.

Yang, Blake, and an exhausted Weiss watch her climb up with the bird in her grasp until, both warrior and monster crying out, Ruby reaches the top of the cliff, circles up, fires one last shot, and rends the Nevermore's head from its shoulders in a shower of petals.

**BGM End**

She lands beside the severed head as the body of the giant Nevermore falls lifeless to the ruins and crevice below while the girls and, farther away, Jaune, Pyrrha, Nora, and Ren watch in amazement.

"Wow…" was all Jaune could say at a loss for words.

With her cape and petals flowing with the wind, Ruby looks down to her friends as they peer up. "Well…That was a thing!" Yang said casually.

Peter, who felt really useless during that last showdown, leans on a pillar by his lonesome with his arms crossed, watching the youngest person in Beacon standing on the cliff above him. He gives her a small smile, _'Not bad, kid. You're not half-bad for a bunch of rookies.' _His smile then turns into a frown, _'Another reason I shouldn't be at this school.'_

* * *

**Later…At the Beacon Auditorium**

"Russel Thrush, Cardin Winchester, Dove Bronzewing, Sky Lark." Ozpin said as their faces show each of their profiles as the boys are lined up for the applauding audience to see as Ozpin continues. "The four of you retrieved the black bishop pieces. From this day forward, you will work together as Team CRDL, led by…Cardin Winchester."

The audience gives one more wave of ovation, while four students walk up to the stage to take their places in front of the headmaster as their faces fill the screen. "Jaune Arc. Lie Ren. Pyrrha Nikos. Nora Valkyrie. The four of you retrieved the white rook pieces. From this day forward, you will work together as Team JNPR," Amid the clapping, Nora laughs and gives Ren a hug, "Led by…Jaune Arc!" He said, surprising the blonde swordsman that he'll be the leader of his new team.

"Huh? L-Led by…?" Jaune remarks in disbelief.

"Congratulations, young man." Ozpin said as his calm nature faced Jaune's confusion.

A grinning Pyrrha offers a friendly shoulder bump to Jaune, but her "fine leader" is knocked over and falls to his butt in front of the laughing audience. "And finally: Blake Belladonna. Ruby Rose. Weiss Schnee. Yang Xiao Long." Ozpin motions over the four as they stand before him. "The four of you retrieved the white knight pieces. From this day forward, you will work together as Team RWBY. Led by... Ruby Rose!"

This came off as huge surprise to Weiss, where Ruby is obviously in shock as Yang goes over to hug her sister. "I'm so proud of you!" Her older sister hugged her.

Meanwhile down the stage, Peter grabs his backpack as he's prepared to leave Beacon Academy while the audience is still clapping for the newly-formed Team RWBY. _'There goes all that help Ozpin promised me. Ah, whatever. I can't take this chance. Having Spider-Man as a student is way too dangerous. Beacon doesn't deserve me. I'm a beacon of trouble.' _He somberly joked.

As Peter makes his exit, he suddenly bumped into Glynda, who purposely stood in his path preventing him from leaving. "Huh?" Peter remarks in confusion, wondering she wouldn't let him leave the school.

"Peter Parker." Ozpin simply called out the surprised boy.

'_He couldn't let me leave in shame. He wants to rub it in. Let's just get this over with.' _Peter remarks with an annoyed groan.

Peter made his way to the stage, feeling very uncomfortable as no one was clapping for him. He stood in the center of the stage confronting Ozpin. "You did not bring any relic when you got back. Why did you choose not to grab one when you had the chance?" Ozpin asked him.

Peter closes his eyes and stays quiet for a moment, trying to keep his cool while thinking of a good answer in front of a wide audience. His friends in Team RWBY and Team JNPR seem concerned what he might say and are afraid he'll get kicked out, despite nearly sacrificing himself to protect them. After a moment of thinking, he finally opens his eyes with his answers.

**BGM-Sonic Unleashed OST-No Reason**

"There are more important goals in life than collecting dusty old relics." Peter said with a serious and wise tone, which got a curious eyebrow raise from the headmaster. "With great power comes great responsibility. I used my power to protect the people I care about. Leave those more worthy to join this school than me. Put others first before caring about myself. That's who I am. You gave me a nice offer, but, I can't take that chance. Trust me. This is better for everyone."

Ozpin stayed quiet for a moment while the entire audience pondered Peter's little speech. Finally, Ozpin spoke, "Normally, a pair that didn't receive a relic would be kicked off the school…" Ozpin said, making both Teams RWBY and JNPR worried for their friend, but Peter remained firm and unfazed by his words. He pushes his shades back up as a smirk forms on his muzzle, "But, until this day, I had never met a person who is as noble and selfless as you, especially at your age. You were willingly to sacrifice your own life to protect your fellow classmates. People you barely knew. They could learn a lot from you. The spirit of a true Huntsman."

"Wait. What're you talking about?" Peter remarks in confusion, having no idea where he's going with this speech.

"Team RWBY, would you take Mr. Parker to be the fifth member of your team? Your new co-leader and mentor?" Ozpin asked as he stares at the girls of the team.

"Co-leader?!" Peter retorts in surprise.

"Mentor?!" Weiss retorts in shock as well.

Ruby looked to her teammates, receiving an indifferent scoff from Weiss, a simple nod from Blake, and two approving thumbs up from Yang. Making her mind, Ruby faced the headmaster again with smile. "Professor Ozpin, we will gladly take Peter as part of our team." She said, as she stared at Peter's shocked eyes.

"Very well," Ozpin said, making the shocked brunette to turn at the headmaster, "From now on, Team RWBY shall be called Team RWBYP." He announced as everyone in attendance clapped while a shocked Peter made his way to his new team, where he was grabbed by the shoulders by Yang as the rest of his team welcomed him, leaving Ozpin to talk to himself, "It looks like things are shaping up to be an... interesting year." He said with no better way to put it.

**BGM End**

* * *

**Unknown Location**

**BGM-Mega Man X8 OST-VS Sigma Demo**

Unknown to anyone, not even Spider-Man, is that out in a shadowy room filled with shelves and a desk in the back, where Roman Torchwick is getting a call on his phone. The muffled conversation ends, and Roman angrily slams the phone down, sighing. He holds a cigar to his mouth and puts his symbolized lighter to the end, just as a man in a gray mask and black hood comes with a trolley. Roman holds out a collection of Lien, which he places on the table and the man takes.

"Open it." Roman ordered.

The masked man does so with a crowbar, revealing a large amount of Dust crystals of varying colors - orange, blue, white, red, green, cyan, gold, yellow, and more. Roman picks up a blue gem in his hand and looks at the loot.

"We're gonna need more men…" Roman declared, until he receives another phone call, "Now what?" He answers the call and talks to the mysterious person on the other line, "Wait a minute. You mean you're almost done?" He asked the caller. "Yes, finally. I hope this experiment of yours is a success…"

* * *

**Another Unknown Location**

'…_Norman Osborn.' _Roman said through the phone.

Norman turns around on his chair as he replies to his new partner in crime, "I assure you, Roman, this is the kind of research that'll bring the city to your _knees_." He stated menacingly with a sinister smile, as it would appear the Green Goblin has also made a home in Remnant and is looking forward to causing as much chaos and destruction on this world as well.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: It's finally time to read Green Goblin's side of the story and what's been going on with him. There will be some sizable changes to the next few Goblin chapters compared to the original. Instead of just Cinder and Roman he'll be encountering, he'll be introduced to some other sinister villains you might've already guessed. Look forward to it.**

**Guest Isa: Unlike Ozpin, Spider-Man would rather NOT have others involve in his problems and deal with them alone for their protection. **

**Next time: A dark alliance!**

**Question of the Chapter: Do you agree with Peter's reasoning not wanting to risk being in a team of rookies for their own protection?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	10. Vol 1 Issue 9: Darkness Falls

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! I had completed my newest formula combining the Goblin Serum with the mysterious cosmic substance known as ISO-8. It has granted me unbelievable power, and in order to test my new strength, I tricked Parker into a fight aboard my very own Hellcarrier, but something happened. During our fight, his watch broke that unleashed a powerful energy that consumed the both of us and my ship. Sent us somewhere. What did you do, Parker?! What is happening?! Where am I going?!**

**BGM End**

* * *

_Vol 1 Issue 9: Darkness Falls_

**Land of Darkness (A few days ago)**

**BGM-Spider-Man: Battle for New York OST-Goblin Theme 1**

A mysterious thunderstorm cackles above a barren wasteland hidden somewhere in the world of Remnant. This land is littered with rocky terrain and enormous purple crystals sprouting from the ground. Dozens of Grimm reside in this hell zone seemingly born from here. They minded their own business until the thunderstorm got worse. Dark lightning bolts strike from above as all of the Grimm look to the dark red sky and become witnesses to an unstable dimensional portal forming. They have no clue what it is or why it's happening. They were more interested in what appears to be a flaming meteor flying out of the portal at an alarming rate.

Before the Grimm knew it, the unknown projectile violently crashed into a large Pool of Grimm, and then seconds later, a gigantic fiery explosion erupted from the bottom of the pool with the force of an atomic bomb. The Grimm were eviscerated, reduced to atoms as the explosion incinerated everything in its radius. Near the explosion was a mysterious castle that resides in this land. The explosion was so powerful it shook the entire castle, capturing the interested attention of anyone who was inside at the time.

It took but a few more moments until the explosion stopped and left a humongous smoke cloud emitting from the massive crater formed from the explosion. Though most of the Grimm were wiped out, just as many spawned from black pools scattered in the area. The Grimm were instinctively interested what caused the explosion and carefully approached the massive crater. The dark creatures surrounded the edges of the crater to stare down at the source of the explosion, but it wasn't a meteor. It was a man. A naked man wearing only ripped shorts, and he is not from this world. For he is the unconscious Norman Osborn of Earth.

The Grimm wonder what to do with this outworldly human while he's unconscious. But someone else approaches to investigate the commotion. The creatures turn around to see a woman that looks like Death herself walking towards them. This dark witch has menacing red eyes and the white skin of death mostly covered with her long, short-sleeved black robe that obscures her feet. As she approaches the edge of the crater, the Grimm gives her some space to stand, almost as if she can control their thoughts. She stares curiously at Osborn, silently wondering who he is and where he came from. She then looks at the dimensional portal in the sky before it closes ominously, leaving her with more questions. As she wonders what to do with Osborn, she faintly hears a pained grunt from the unconscious criminal, meaning he is still alive and could help answer her curious questions.

The dark witch looks at a Beringel and simply says to it, "Take him," before leaving the premise ominously. The Beringel listens to her queen and grabs Osborn, carrying him towards the castle where he might spend the last days of his life.

**BGM End**

* * *

**Later…at Evernight Castle**

Lying in the darkness of his own subconscious, Osborn is still knocked out and hasn't awaken yet. The madman sleeps alone and cold as his subconscious tries to piece together recent events. He remembers completing his ISO-Oz Formula. Injecting it into himself to grant him incredible strength. He recalls fighting Spider-Man aboard his Hellcarrier. And then the mysterious explosion that nearly ended his life.

'_Wakey wakey…eggs 'n bakey…Hahahaha…' _Suddenly, differently-colored ghosts that resemble a goblin appear out of nowhere, circling around the unconscious Norman as they continuously taunt him about himself and his numerous failures.

'_You lack power…'_

'_Still not enough power…'_

'_How pathetic, Norman…Still beaten by that boy…You will never win…'_

'_Harry…'_

'_Loser…'_

'_Failure…'_

'_Parker…'_

Hearing the name of his greatest enemy was the last straw as Osborn springs out of his coma with a loud shout at the hallucinations, "SHUT UP!" The panting criminal sweats profusely still in his ripped shorts. As he slowly regains his own composure and mind, he looks around to find himself locked behind a small prison cell inside a mysterious castle.

"What is this? Why am I here?" Norman asks as he stood inside his cell.

"That is what I would like to know."

Norman quickly turns around to confront his warden standing outside his cell. A man with a slim build and slightly tanned skin wearing a gray overcoat with yellow linings and gives off a formal, yet smug presence.

"Who are you?" Norman asks this man with a face of fearlessness.

"Why not you introduce yourself before I give you my name?" The mystery man asked for his name first while speaking in a refined accent. Norman remains silent and glares at his warden, who raises his eyebrow at his stubbornness. "The silent treatment, eh? I was only being polite. Fine. My name is Arthur Watts. I am a scientist." Watts introduced himself.

"Never heard of you." Osborn calmly responded.

"Shouldn't be surprised. Everyone else in the world thinks I'm dead." Watts replied. "So, now that I've introduced myself, do you have the courage to tell me who you are and why you _exploded _outside the castle?" He interrogates him.

"I only answer to those that are worth my time." Osborn calmly insults Watts.

**BGM-Spider-Man 3 (Game) OST-Black Tension**

"You're in luck. There is someone here who has been _very _eager to speak with you." Watts moves away from the cell to give space for that same mysterious witch from before to appear, standing outside Osborn's cell with a calm and patient look.

Osborn crosses his arms, showing no fear before this mysterious witch at all, "And who are you supposed to be, witch?"

"My name is Salem. I am the ruler of this castle. I am the one who pulled you from the crater after you crashed into my land. I have some questions for you, starting by explaining to me who you are?" Salem introduces herself to the interdimensional criminal.

"Fine, if I want to get this over with. My name is Norman Osborn. I'm the CEO of Oscorp." Norman introduces himself finally to the two mysterious people.

"Osborn?" Salem questions the name.

"Does my name _bother _you?" Osborn menacingly remarked.

"Admittedly, yes. Another man I've met goes by a _similar_ name." Salem calmly remarks, comparing the name Osborn to someone else she has come to loathe for many years.

"Oscorp? I've never heard of that company." Watts responded.

"It's one of the most powerful corporations in the world that leads the chemical business." Osborn briefs them on what his company is all about, but sadly neither of them have a clue what he's talking about.

"Sorry, never heard of it. You sure you didn't hit your head and misremember the Schnee Dust Company?" Watts smugingly remarked.

"What on Earth are you talking about? I've never heard of that company." Osborn remarks, as he never heard of SDC before either.

"Earth? We are in the world of Remnant. What is this 'Earth' you speak of?" Salem questions the criminal, when she suddenly gained interest of his origin after mistaking Remnant for Earth.

"Remnant? Don't tell me that explosion sent me to another planet." Osborn pondered, trying to figure out how he came to this world.

Watts chuckles as he thinks that was a joke, "Another planet? I don't think 'aliens' are as crazy as you."

"In a way, I _am _an alien. Now I understand. That explosion tore a hole between our two worlds. Brought me into another dimension." Osborn said, figuring out how he came to this universe.

"Now I know you're joking. There are no such thing as alternate realities." Watts remarked, starting to find Osborn less funny.

"Where I'm from, that theory has been proven _numerous _times. There are infinite variations of our worlds. Some are very similar, while others are vastly different. Entire universes existing separate from one another!" Osborn briefs them on the multiverse theory.

"So we're from parallel universes? Fascinating..." Salem commented.

"Forgive me, but you don't _really _believe this nutcase is from a different universe? He could be a spy from the Atlesian Military." Watts asks his master.

"I do." Salem simply said, which surprises the scientist. "You weren't here when it happened. I saw it for myself. He was brought here by a power _completely _unknown to me. Tell me, Mr. Osborn, why did you come to this world exactly?" She asks him.

"It was an accident caused by one of my enemies, who I assumed died in the explosion. I have no business in this world. I must return to my dimension and complete my work. Obviously, I can't do that while behind bars and without the proper tools to build an interdimensional transporter." Norman said.

"Hmm. Then perhaps, I can be of assistance. Let us strike a bargain: I will free you from this cell if you agree to work for me. A scientist from an alternate world could prove valuable. In exchange, I will do everything in my power to send you back to your world." Salem calmly offers Osborn an ultimatum.

"And why should I trust you?" Osborn arrogantly asked.

To demonstrate her mysterious power, Salem motions her hand for a glyph with her symbol appear underneath the confused Osborn. Multiple Grimm arms come out from it and grab him, forcing him down on all fours while trying to suffocate him. "What…is this…power…" Osborn tries speaking.

"They are the Creatures of Grimm, and I am their master. I'm afraid you have no other choice BUT to trust me, if you value your life." Salem threatens the criminal.

"Your magic does not scare me…I do not _fear _you…but I will accept your offer…" Osborn states, showing little fear against Salem's power. She releases him from her grasp and allows him to catch his breath and stand back up. He calmly wipes the dust from his arms before fearlessly glaring at the witch, "Let me make myself clear: I do NOT work for anyone. However, I do not object to the idea of an _alliance_. Combining the best strengths of our two worlds should be beneficial to both sides, am I right? It's a simple business strategy. You provide me everything I need, and I promise the results will not disappoint you. Do we have a deal, Salem?" He politely offers her and handshake to confirm their new partnership.

Salem thinks about this for a moment before arriving to a decision. She magically opens the cell and walks in to accept his handshake that confirms their new partnership. "As you wish, Mr. Osborn. Is there anything I could provide for you right now?" She asks him.

"Yes." Osborn says as he walks out of his cell. "Get me a fresh new suit. It's draft." He calmly jokes as he walks away with his new allies.

**BGM End**

* * *

**Conference Hall, Evernight Castle**

**BGM-Mega Man X8 OST-VS Sigma Demo**

Three special individuals have gathered in the conference room waiting for their master and their new guest. They sit on wooden chairs surrounding a crystal table as they wait. There sits a psychotic man with a scorpion stinger from his back, sitting in a crouch casually on his chair, resting his arms on his knees. Across from him is a calm and tall man wearing a coat with his arms crossed and looks asleep. And a young woman with designs on her red dress styled similarly to traditional Japanese or Chinese patterns, waiting patiently for her master to arrive.

There is a sound of a heavy metal door being unlatched. The doors open and everyone stands just before Salem enters alongside Arthur Watts and Norman Osborn, now wearing a new black business suit reluctantly given to him by Watts. Salem glides alongside the table with soft footsteps before reaching the head of it, jewels jangling from her hair. She sits on her throne as Watts takes a seat across from the red-dressed woman, while Osborn stands calm and collected from the other side of the table where Salem sits.

"So this is your little team?" Norman asks the witch.

"Little, but highly effective in their roles." Salem answered before introducing the members of her inner circle to him, "You've already met Arthur Watts. The man sitting on your right is Hazel Rainart. The young woman on your left is my protégé, Cinder Fall. And sitting next to her is Tyrian Callows. He is part of a species known as Faunus."

"Faunus, hmm?" Osborn remarks indifferently.

Tyrian smiles creepily as he gets off his chair to personally greet the stoic businessman, "Yes, we are a special kind of race. But I'm a cut above the rest. No one is as _deadly _as me. How about you, new guy? Are there people like me where you're from?"

"Yes. And just like the Mutants of my world, you're pathetic. You're less intimidating than Mac Gargan." Osborn calmly insults the crazed scorpion. The serial killer still has a smile on his face after the insult, as he secretly plans to stab Osborn's neck with his stinger while he continues glaring at him. "Don't you _even_ think about it, unless you want to choke on your own tail." Osborn knew he was planning to stab him and showed no fear as he calmly threatened the scorpion.

Tyrian retracts his tails and went back to his seat, still with a smile on his face, "I like this guy."

"If I am to guess, your ultimate goal is to achieve world domination from the shadows. Kinda cliché if you ask me." Osborn guessed Salem's goal.

"My goal fits that category." Salem replied.

"Who are the greatest heroes of this world?" Osborn asked.

"They are referred to as Huntsmen. They are elite warriors established after the Great War to combat the Grimm." Salem explained.

"Have a group of Huntsmen ever defeated a God of Mischief, a Mad Titan, or the Devourer of Worlds?" Osborn asked, which earned an intrigued look from Salem but a confused reaction from her associates.

"God of Mischief?" Cinder remarked.

"A Mad Titan?" Hazel remarked.

"Is your world THAT ridiculous to have a being that literally _eats _planets?" Watts remarked.

"No. To my knowledge, such beings do not exist in this world." Salem calmly answered Osborn's question.

Norman scoffs, "Your world is _utterly_ pathetic. With my genius, conquering this world should be child's play."

"What are you suggesting?" Salem asks, interested in his idea.

"Your Grimm are at most, intriguing, but they lack potential. Heart and soul. Not to mention intelligence. Nothing compared to the research I've been working on in my world." Norman started. "How do you like the idea commanding an army of metahumans?" He asked the witch.

"Explain to me what is a metahuman?" Salem requested.

"Genetically-altered humans given super powers. A super solider with the capabilities of performing any task with little effort. We have plenty of metahumans where I'm from, but there is one who intrigues me the most. He is one of my _finest_ creations, and at the same time, an accident." Norman places his smartphone on the table and has it project a hologram of a familiar red and blue teenager superhero. "He calls himself Spider-Man. Before he was an ordinary boy. No one special. Until, he was bitten by a genetically-altered spider that has granted him the enhanced strength, speed, and the abilities of an actual spider."

"Spider-Man? You're telling me that child is from _your_ world?" Cinder remarked.

"Are you implying Spider-Man is _here_?" Norman asks with curiosity in his eyes.

Cinder places her Scroll on the table and have it project recorded video footage of Spider-Man doing his usual hero thing on the streets of Vale, shocking the interdimensional criminal, "He started showing up in Vale a while back ever since the appearance of that weird hole in the sky. The same way you appeared in this world."

Norman snarls from this annoying new info, "So the boy survived as well…He could be a problem…"

"Hmph." Watts scoffed, which got his attention. "I don't see how a mere child with bug powers could _possibly _be a threat to our plans."

That ego irritated Osborn to the point he furiously grabs Watts by his coat and pulls him closer to his menacing face. "There's nothing _mere _about that spider-child. Underestimate him for a second, and watch as he ruins _everything_, right under your noses." He states with a frightened tone that shows his utmost respect and utter hatred for Spider-Man, which slightly unnerves Watts as he gets pushed back to his chair.

"I fought the insect before arriving here. He proved to be an annoying nuisance. Nowhere close to my league." Cinder calmly claimed.

"Oh?" Norman remarks as he ominously walks towards Cinder after noticing something on her body. "Then explain to me why this is on your neck?" He takes out a tiny spider-like device that was attached to her neck, much to her shock.

"What is that?" Cinder asked.

"It's one of the Spider's own inventions. A Spider-Tracer that can track down anyone within range. He must've secretly planted this to track you down later. It's like I said. Do NOT underestimate him. He is not only powerful, but he possesses a brilliant mind. Rivalling the smartest geniuses of my world. He possesses limitless potential AND limitless danger." Norman said ominously, as he tosses the tracer back to Cinder's enraged hand, as she crushes it for being tricked by a mere bug.

"So you're saying Spider-Man could be a problem?" Salem asked, still being as calm as ever during this whole discussion.

"Correct. If he figures out I am here, he will stop at nothing to stop me and then come after you." Norman claimed.

"I see." Salem responds, cupping her hands on the table. "And are you certain your army of metahumans are capable accomplishing any task?"

"Of course. Once my research is complete, you'll possess the greatest army in existence that can crush anything in their way. The _world _could be yours. _If_ you provide me the necessary equipment and test subjects." Norman claims with an ominous glare at the dark witch.

Salem thinks this over for a second before turning her head to her protégé, "Cinder. Take Mr. Osborn to Vale and provide him all the necessary essentials for his research."

"As you wish." Cinder responds, standing out of her chair and walks out of the room, passing by Osborn while they share stern glances.

"Do not disappoint me, Osborn. I expect great things from your research." Salem said hauntingly to the unfazed CEO.

"Do not stress yourself. Everything will go smoothly." Norman replies ominously as he walks out of the room to join Cinder on the trip to Vale.

**BGM End**

* * *

**Later that night…at Mountain Glenn**

A Bullhead arrives in the Kingdom of Vale flying above a ruined city comprised of destroyed buildings and is overrun with Grimm. The ship lands in front of the only building surrounded by the least amount of Grimm, a large but completely abandoned facility that belonged to a now defunct corporation. Cinder steps out of the ship holding a suitcase and then walks out Osborn as they enter the abandoned facility.

"What is this place?" Norman asks as they walk together inside the ruins of what appears to be a lab.

"This facility used to belong to Merlot Industries, a research and development corporation founded by Doctor Merlot to research artificial intelligence and genetics. But once they began experimenting on Grimm, they lost control and the company was left in ruin." Cinder briefed him on the history of Merlot Industries.

"What happened to Merlot?" Norman asked.

"He's dead." Cinder said simply and casually. "Since you are the _proud _CEO of Oscorp, I thought it'd be poetic you continue your research in here. The technology here is in bad shape, but I'm sure a smart guy like yourself could do something with it."

"It'll do." Norman remarked calmly.

Cinder shows Osborn the suitcase she's holding and opens it to reveal a large amount of Dust crystals. "What are these crystals?" Norman asked her.

"They are called Dust. Most of our technology are powered by these crystals. They may prove useful in your research." Cinder replied.

"Possibly." Norman says, taking out a red Dust crystal and carefully examining it.

"You remember our deal. I'll provide you all the funding and equipment essential completing your 'Super-Solider Serum'." Cinder says as she places the suitcase on a nearby table.

"Just remember to provide the men and keep my presence secret to Spider-Man. It is vital he's not aware I'm in this dimension." Norman told her.

"Why else did I choose Mt. Glenn as your base of operation? No one would think to look for you here." Cinder slyly smiles as she walks away out of the facility. "I'll tell Roman Torchwick and his men to refer to you as 'The Professor' to avoid suspicion once they come meet you with the equipment in a few hours." Before leaving for her ride, she looks back at Norman and stares at him with an unnerving smile, "Nevertheless, if you prove useless, or dare you betray us, then I will be forced to erase you. No hard feelings." She summons a ball of fire in her hand, threatening to kill Osborn if betrays Salem.

Despite being threatened, Norman remains calm and composed while glaring at her, "Stop wasting time and complete your task, so I may complete mine."

Cinder still has an unnerving smile on her face as she steps in the Bullhead. Norman watches her leave the area completely as he's left alone in an abandoned city overtaken by Grimm. None of that worries him one bit, for he has something else going on in his mind. He puts back the red Dust crystal in the suitcase and takes a quick moment exploring his new secret base before wanting to explore someplace else. Like the city of Vale. Unaware to Salem and her little group, Norman has been hiding his true power from them, as his eyes ignite in flames and his body mutates into a green, grotesque, demon-like monster that rips his clothing except for his shorts. After finishing his transformation, he notices a tattered purple cloak on the floor and picks it up, wearing it as a hood to cover his identity as he leaps away from the facility into the city.

* * *

**City of Vale**

**BGM-Spider-Man: Battle for New York OST-Goblin Theme 1**

Osborn roars angrily as he lands on a rooftop while trying to let loose some steam of all his bad luck up until now. _**"Damn you, Salem! Damn you, Cinder! You may think you can control Norman Osborn, but NONE of you can rule over the Green Goblin! This is all Parker's fault! RRAAAAGH!" **_He roared angrily to the sky.

Suddenly, the madman starts hallucinating those Goblin Ghosts again as they taunt him, _'Whose fault is it…You created Spider-Man…'_

'_They see you as nothing…'_

'_Failure…'_

'_Who controls who…'_

"_**Enough! I am getting sick of you!" **_Goblin angrily punches the illusions away. _**"I will prove to everyone I am SUPREME! But my options are limited and I cannot allow Salem to learn of my power. If only my Hellcarrier was here…" **_He talked to himself until he suddenly got an idea. _**"Wait. Maybe it is. If me and Parker survived getting transported into this dimension, then perhaps so did my Hellcarrier." **_He takes out his smartphone to try and locate his ship, hoping it's somewhere in the kingdom. _**"Come on. I should be able to track it. Activate the beacon that only I can pinpoint." **_After close to a minute, he found something that delighted him considerably. _**"Ha! I knew it! It's here! Somewhere nearby!" **_He laughs as he leaps high over the city searching for his ship.

After traversing through the city, Goblin lands at a port near a very large river. He looks at his tracker again to confirm this is the right place, _**"It would appear it's somewhere underwater. Excellent. Time for a midnight swim." **_He jumps into the water and swims to the bottom of the river while doing an exceptional job holding his breath for so long. After a while, he reached his destination. His refurbished Hellcarrier at the bottom of the ocean, much to his smiling joy.

Osborn opens up the secret hatch to allow himself inside the ship and takes a second to catch his breath. He laughs as he says, _**"It's so good to be home. Close enough anyways." **_He takes a moment exploring his ship to look for any potential intruders, but found nothing so far. _**"Doesn't look like anyone else has been here. Everything is exactly how it was before Parker interfered, which should hopefully mean…" **_He presses a button on a control panel next to the door, opening it into a hidden room that instantly made him cackle with joy for a very good reason, _**"AHAHAHAHA! YES! It's all here! My secret stash of ISO-8 that I've either collected or stolen from SHIELD is all here and accounted for. Hundreds upon hundreds of these cosmic crystals, each possessing FAR more power than Dust! And they are ALL mine!" **_He chuckled evilly.

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Music 5**

The sinister villain enters the command deck of his ship and activates the security system to alert him to anyone that dare to get close to his ship from outside, if they value their own life. He has the computer scan this new world and give him all the information and images of the four kingdoms of Remnant. He crosses his arms staring at the images with a sinister thought creeping into his mind, _**"So I was thrown into this world by that ISO-8 explosion, eh? I wanted to do this on Earth, but oh well. In fact, a world without the Avengers or any hero like them could be in my advantage. I'll establish the foundation for the Goblin Nation in this world. Then I'll expand my territory to other worlds! I'll have my revenge against Salem and Cinder soon enough, and then I'll be coming after you, Spider-Man!" **_Goblin cackles maniacally, as the madman plans to bring a new meaning of chaos and destruction onto Remnant as he plans to conquer it with the power of ISO-8, with all of his enemies completely clueless on his chaotic plan.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: So in this remake, I'm having Goblin meet Salem a lot early, working with her as Norman Osborn while secretly backstabbing her as the Green Goblin. I want you to carefully take note of Spider-Man and Goblin's adventures throughout this story as they are intended to be parallel to one another.**

**Guest 1 (chapter 9): The Infinity Stones are NOT gonna be part of this story. Battle for Remnant is part of the "ISO-8 Saga", meaning the ISO-8 is the central focus. ISO-8 can create Cosmic Cubes or other something far worse. The Infinity Stones serve no purpose in this plot whatsoever. Not to mention they only work in their original universe. And why would I merge the worlds early when that's going to happen later in continuity in **_**Exo War**_**? Not only that would be redundant, but it's a complete risk in continuity. This is a remake to make the story clearer and fix inconsistencies.**

**Tommy: Captain America will be wearing his classic costume. Thor will have his costume from Marvel vs. Capcom 3. And Iron Man will be wearing the Extremis Armor and the Bleeding Edge Armor.**

**Jack: No merging worlds. That already happens in **_**Exo War**_**.**

**Jet: Have you been reading the story? Faunus are already mistaking Spider-Man for a Faunus.**

**Saramus92: The ISO-8 is the main focus of this story. No Infinity Stones or merging worlds. That concept already happens in **_**Exo War**_**.**

**Oliver: No Infinity Stones or merging worlds. That concept already happens in **_**Exo War**_**.**

**Next time: Rise of the Goblin Nation!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	11. Vol 1 Issue 10: Goblin Rises

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! After being transported into the world of Remnant, I begrudgingly formed an alliance with Salem and her allies to create for them an army of super soliders. Like hell I'll continue working for her. Luckily, they are unaware of my transformation or the ISO-8 stashed in my Hellcarrier. With their power, I can continue perfecting the ISO-Oz Formula and form the ultimate army. The Goblin Nation! Hahahaha!**

**BGM End**

* * *

_Vol 1 Issue 10: Goblin Rises_

**Merlot Industries (Osborn's Secret Base)**

**BGM-Spider-Man (Movie Game) OST-** **Oscorp Break-In**

It took only a day for Osborn to tidy up the abandoned research facility into something he is more comfortable with. His new lab is looking pretty decent with his own Oscorp tech. The interdimensional criminal sits in front of his newly-created computer while typing on it to complete his research. Meanwhile, Vale criminal, Roman Torchwick, is here taking an unnamed White Fang member to a room where he will be the first test subject.

Cinder enters the facility and is impressed by how much of it has been remodeled and the progress on Osborn's work. "My, my, I love what you've done with the place." Cinder smiles as she approaches Osborn at the computer.

"What do you want, Cinder? I'm busy." Norman asks about her annoying presence.

"Came for an update on your research. I see you've become acquainted with Roman." Cinder noticed, as she sees the crime boss walk out of the experiment room.

"Still can't believe you and that bug are from another world. And here I thought that girl carrying the big scythe would be the weirdest thing I see all week." Torchwick remarks as he approaches the other villains.

"Yes, we've became acquainted." Norman responded. "I'm almost done completing a prototype of my newest formula. I call it the Dust Formula." He named.

"What does it do?" Cinder asked.

"Come and find out." Norman said ominously, as he gets up from his seat and walks with his new associates. "If it wasn't obvious, the Dust Formula uses Dust combined with a biogenic chemical compound that I created to alter the body's genetics and grant them elemental abilities." He swipes his new prototype formula from a device as he approaches the test subject room.

The trio stand outside a protective window to look through and see the White Fang goon strapped onto a table below a harmless laser gun pointing at them. Osborn inserts the formula into a device connected to the machine and has it prep for testing, and then hands his guests their own goggles to wear just in case things get messy.

"Is the test subject ready?" Norman asks while putting on his own goggles.

"Yup." Torchwick replied.

Osborn types in some last-second calculations on the computer terminal before getting ready to press the button. "Then let us begin." He presses the button that activates the machine, allowing it to blast the test subject with the radioactive energy of the Dust Formula.

"AAAAAAAAAAAAAH!" The White Fang goon screamed in pain as they can feel their DNA being altered to something new. Something different. Something powerful. Their body cracks as it shines with intense light while giving off tremendous heat. Their short hair ablaze with fiery light as they burn through the straps and drop down the table. They stand up from the table and look at their hands with totally shock and awe that they have been transformed into a being of fire. "What happened to me?!" The newly-transformed White Fang goon asked, a little frightened of their new power.

"What the hell…?" Torchwick was stunned to see the test was a success and that simple goon was transformed into a being of incredible power.

"Oh. Impressive. "Cinder remarks, as she's impressed with the Dust Formula so far. "You're sure your formula didn't activate their Aura and Semblance to give them this new power?" She asked the scientist.

"No. Their own DNA was augmented to grant them this new power, though the test subject is still capable of unlocking their Aura and Semblance granting them even more abilities. They are the perfect weapon of destruction, and that is just the start." Norman explains, watching his fiery test subject test out their new powers and fire heat blasts around their little room and quickly grows to love them.

"An entire army of metahumans with unlocked Auras and Semblance. I like the sound of that." Cinder pondered with a sly smile from that dangerous idea.

While playing around with their new powers, the test subject start to notice their body giving off steam and is slowly cracking. "Hey! What's happening to me?!" They asked, as it looks like their body is breaking down and is unable to stop it.

"What's happening to them, Osborn?" Torchwick asked him.

"Calm down. It's like I said. This is a prototype formula, meaning it hasn't been perfected yet. Why else would we use this poor sap as our guinea pig? Their body is becoming increasingly unstable." Norman calmly states, as his poor test subject is screaming in pain as their body continuously cracks with energy as it looks like they're ready to blow.

"Can you stop it?!" Torchwick urgently asked if he could cure the person before they blow up.

"No point." Norman remarks, not caring about the life of his live test subject.

The unethical scientist presses a button to lock the blast doors to prevent the test subject from escaping, trapping them inside the experimental room that is now surrounded by a hard-light barrier to contain the coming explosion. "Help me…AAAAAAAAAAAAAAH!" The White Fang goon yelled as they can't contain their power, and explode in a fiery fashion that was contained in the hard-light barrier to prevent any severe damage to the facility.

Torchwick stood slightly stun that their first test subject just died from their experiment. Osborn and Cinder could care less about the death as they stood their stoic and heartless. "That was unfortunate." Norman stoically joke as he takes off his goggles. "Thankfully, the test yielded some valuable data that could help me perfect the formula." He said.

"How long will that take?" Cinder asks while she and Torchwick take off their goggles.

"About a day or two. Nothing too long. In the meantime, tell the White Fang they can play around with their new Oscorp weapons and armor I finished developing. They might be impressed." Osborn gestures to the hi-tech black and white equipment currently being manufactured in the dozens, which help improve the White Fang's power.

"Torchwick will deliver it to them. I have business elsewhere. You remain here and complete your Dust Formula. I'm rather interested in the power it creates once completed." Cinder ordered her allies before leaving the facility.

While she leaves and Torchwick grabs the new W.F. equipment, none of them see the devious smirk Osborn is hiding from them, _'I'll complete your formula, but I have another experiment that requires my attention.' _

**BGM End**

* * *

**Later…at the City of Vale**

"Errgh! All I'm saying is that I could've cracked it open there!" A White Fang goon struggles to open a small safe full of Dust that they stole earlier with his sword, while arguing with two other goons while hiding in an abandoned apartment in the afternoon.

The other goon says, "Cops could've cracked you open. Cops or Huntsmen. Or even that Spider-Man freak that's been popping up lately. Dunno who he is but he's dangerous. Look, Torchwick is waiting for this stash of Dust. Forget the sword. Blow it up!"

While struggling to rip open the safe, the goon annoyingly remarks, "Oh, blow yourself up-," until the door suddenly exploded and blasted all three criminals away from the safe.

**BGM-Spider-Man (Movie Game) OST-Oscorp Super Soliders (Alert Mode)**

Menacingly walking through the smoke is the smiling Green Goblin wearing his hooded purple cloak to spook the thugs. _**"Did someone mention explosives?" **_He joked.

"Get the freak!" A goon points his sword at the mysterious supervillain.

The lady henchmen tried tackling Goblin, but he casually blasts her away with a two-fingered fireball. Another goon tried punching him, but Goblin easily caught his attack with a straight face before tossing him aside. The remaining thug rush forward with his sword to kill him, but the second Goblin surrounded his body with killer flames, the goon simply gave up with a nervous smile, "I meant, g-get the freak anything he wants."

"_**What I want is your undying loyalty. Or the dying kind. I am nothing if not flexible." **_Goblin said menacingly to scare the goons. He takes out a tiny pumpkin bomb and attaches it to the safe, which causes a small explosion that opens it and reveal the bag full of Dust. He grabs it and tosses it to one of the goons, who appreciated his assistance despite the initial scare.

"Appreciate the help, but we belong to the White Fang and nobody else!" The goon remarked.

"_**Fine. Continue working for them. Take your chances with the Spider. It's only a matter of time 'til he takes you all down. Your choice." **_Goblin takes advantage of their fear of Spider-Man to manipulate them into working for him.

"All right. You got a deal. You give us protection from the web-slinger, we'll join your little gang." The W.F. goon said, as these three goons begrudgingly switch to Goblin's side.

"_**Gang? Oh. Sir, you wound me. I am NOT creating a gang. We are so much MORE." **_Goblin gleefully takes out a little device from his cloak and presses a button on it, as suddenly the four of them are being teleported to an unknown location.

* * *

**Hellcarrier**

Goblin teleported himself and his new followers to his secret Hellcarrier hidden at the bottom of the Vale river. His new followers are utterly stunned to find themselves inside his headquarters. But more importantly, the goons are astonished to be surrounded by dozens of genetically-altered criminals that resemble the Green Goblin himself from his green skin to the enhanced strength.

"_**We're a family. An empire! A PANTHEON! And I? I am your daddy, your GOD…I am the GOBLIN KING!" **_Goblin brought his new followers into his newly-formed Goblin Nation.

"Are these people Faunus? Humans?" One of the new recruits asked through some small fear in his voice.

"_**Neither! They're all goblins! The superior species! Come, come. Let me give you a little tour of your new home." **_Goblin gestures his recruits to follow him through the underwater base, passing by numerous other goblins working around the ship.

"How did you get these people to join you?" A W.F. goon asked his king.

Goblin chuckles, _**"Funny question. Same way as you. But most of them were 'gifted' to me by my 'new friends'. I promised to create them an army, so they've been sending me their men. Too bad for them, I've been secretly experimenting on them to join MY army." **_Goblin replied, revealing he's secretly taking advantage of Cinder and Torchwick's resources to complete his own plans. _**"I still intend to uphold my end of the deal until they are no longer useful. So while I'm having fun with my activities here, I send a LMD to cover my tracks."**_

"LMD?" The female W.F. goon remarked.

"_**Life-Model Decoy. So real that not even a 'witch' could tell it's a fake." **_Goblin sinisterly smiles, also using LMDs of himself as Norman Osborn to trick the likes of Salem and Cinder while he's busy as the Goblin.

Goblins leads his recruits into a lab where he grabs a small device that is filled with his ISO-Oz Formula and intends to use it on them. _**"Are you three ready for your initiation?" **_Goblin asked them.

"Uh, I guess?" A W.F. goon remarks unsurely.

Goblin smiles evilly, _**"Good enough. Do not worry. This will only be mildly painful." **_He casually states as he pokes his device onto the three normal White Fang goons before they could think about changing their minds. The three Faunus scream in pain as they fall on the floor while their entire genetics evolve into something more. Their skin turns green and their faces resemble that of the Goblin. Almost like they have become his children. The former Faunus of the White Fang start cackling as they stand up, confronting their new master as the goblins of the Goblin Nation.

"This power…I've never felt so alive!" His new goblin laughs, remarking on the awesome power he has been gifted by his new king.

"_**Test your new strength in the training room, but I forbid you from leaving the ship. It is WAY too early for the world to learn of our existence." **_Goblin grins sinisterly as he watches his new goblins laugh mad and rush to the training room.

"Master, we have returned from our recon mission."

Goblin turns around to see three other goblin soliders have returned from a mission he sent them earlier. _**"Have you found a suitable location in the kingdom that we can take refugee? We've been safe in the bottom of the river, but I do not want to risk anyone learning about us so soon." **_He calmly asked his minions.

"Yes. We found an uncharted island just within the kingdom. But someone else was there. There were radio towers and a lab guarded by security robots. There were also green, mutated Grimm that we never seen before." His solider informed him, which intrigued his master.

"_**Mutant Grimm? Show me evidence." **_Goblin requested.

"Yes." The minion took out his Scroll and shows his master photographs of the mysterious island, the red security androids, and the mutated glowing Grimm.

"_**Wait. I've seen that marking before," **_Goblin took interest in an image that sports a familiar business emblem painted on a large metal container, _**"That belongs to Merlot Industries. But that company dissolved years ago after Merlot died in the destruction of Mt. Glenn…Or did he?" **_He ponders on the possibility that Dr. Merlot could still be alive on the island. _**"Nonetheless, this requires an investigation. Prepare the Hellcarrier for launch and keep us invisible in the air. I want to figure out what's going on in that island." **_Goblin ordered his henchmen, as his ship sets course for the mysterious island.

**BGM End**

* * *

**Later…at Merlot's Island**

**BGM-Marvel Ultimate Alliance 3 OST-Riot on the Raft**

Night has fallen as the Hellcarrier arrived secretly above the unnamed island that presumably belongs to Dr. Merlot. Goblin teleports himself onto the docks as he's ready to investigate the island.

"_**Let me see for myself if the good doctor is still alive." **_Goblin leaps around the port for a while until he was spotted by several red security androids with lances approaching him. _**"At least this island isn't completely abandoned. I was beginning to feel lonely." **_He grins maliciously, as the pyromaniac throws fireballs that destroy some of the robots before throwing powerful punches that smash them into pieces. _**"Someone is on this island, and I will not rest until I learn their identity. Going on a rampage should get their attention." **_He smirked.

The goblin master cackles madly as he leaps through the island burning everything that dare to stand in his way. He topples the radio towers with his fireballs and then stomps on more robots before leaping into an area filled with pipelines. _**"I should be getting closer to the lab." **_He mumbles. He leaps off a cliff and spots several Grimm below. Gobby ignites his right fist and roars before crashing right on top of them with a flaming punch, unleashing a powerful fiery explosion that craters the area and obliterates everything in its path.

"_**RRAAAAAAAAAAH!" **_Goblin unleashed a monstrous roar that scares nearby birds to fly away. While tackling more robots to their destruction, he receives a mysterious call from his earpiece, _**"Someone hacked into this frequency. Is it you Dr. Merlot? I'm so sorry for the mess on the island. I just wanted to get your attention." **_He joked.

'_W-What?! You were expecting me?' _The former CEO of Merlot Industries, Dr. Merlot, was shocked to hear Goblin was expecting me. _'Who sent you? Was it the Atlesian Military, or those cowardice fools from Beacon Academy?' _He asked the madman.

"_**Oh, no, no, no. I'm from my own camp, doctor, and I have been looking for you." **_Goblin replies while continuing his rampage through the island.

'_Why?' _Merlot asked.

"_**It doesn't look like you have anything else better to do than rot on this lonely island, so I came to recruit you for a little project." **_Goblin offers him a position in his Goblin Nation.

'_Hmph. Whatever you're planning, I'd have to reject your offer. I am on the cusp of unlocking the full potential of the Grimm. They are the superior species, fascinating in their biology, their unbridled, raw aggression and lack of sentience make them the perfect vessel.' _Merlot responded, arguing the Grimm are more important to research than anything else.

Goblin laughs at his claim about the Grimm, _**"You're wasting your time! Their potential is limited compared to what I am."**_

'_Aren't you a highly advanced Grimm?' _Merlot asked, sounding shocked.

"_**HA! Fool! I used to be human, but I have evolved into the Goblin! The GREEN Goblin! And my power knows no equal!" **_Goblin slams his mighty fists on the ground, unleashing a large fire wave that annihilates Grimm and robots alike in its wake.

'_Whatever you are, I doubt you could best the strength of an evolved Grimm created by my genius.' _Merlot argues, as Goblin is forced to confront a mutated Beowolf before he enters the main laboratory.

This mutant Beowolf is much larger, stronger and more durable than a regular Beowolf. It lunges with vicious claws at Goblin and manage to push him back with a powerful swipe which he could barely block. It then fires a line of spikes that fire up through the ground towards him, but Goblin avoided them easily. Goblin chuckles as it looks like he's only playing with the creature, testing its capabilities before it dies. As the Beowolf goes for another claw lunge, Goblin grabs its arm and ruthlessly punches its stomach. _**"Play dead!" **_He joked as he throws it in the air before blasting it into oblivion with a powerful blast of flames from his mouth.

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Fire Sale**

Merlot was at a loss of words to see his mutant Grimm being killed so easily by this maniac metahuman, _'T-That's impossible! How could you have beaten my creation so easily? My calculations suggest even skilled Huntsmen would have trouble defeating it!'_

Meanwhile, Goblin approaches the main entrance to the lab as he violently rips open the blast doors to get inside, _**"I am no Huntsman. I am the Goblin! Continue to defy me and I'll BURN the remnants of your pathetic company!" **_He threatened with a chilling voice.

'_Watch your tongue, you insignificant freak of nature! Guards, destroy him!' _Merlot angrily orders his minions to destroy Goblin.

More androids and mutated Grimm rush to kill the intruder, but Goblin wouldn't give them a chance. He unleashes a ferocious roar as he stomps the ground creating a massive crater, causing his enemies to tumble towards him as they get consumed by his flames. _**"RRAAAAAAAH!" **_He roars as he violently punches a mutated Beringel into a secret room that has tanks filled with a glowing green substance. _**"What is this? Is this the serum used to mutate the Grimm? It looks similar to my Goblin Formula, but it's so flaw! There is no way you can unlock the Grimms' full potential with this waste of trash!" **_He cackles madly as he destroys every single tank in the room to piss off the doctor.

'_You're destroying my life's work!' _Merlot shouted.

"_**I'm doing you a favor!" **_Goblin throws a fireball that obliterates the last tank and blows a large hole into a hallway to continue his rampage.

'_The serum and the Grimm are VITAL to the future of Remnant! I am trying to make the world a better place!' _Merlot argued.

"_**And you are doing such a marvelous job." **_Goblin joked sarcastically.

'_You may have destroyed my serum, but thankfully, I may have synthesized the perfect combination. It's still in the test phase, but so far the data is looking very impressive.' _Merlot said confidently.

"_**I'll be the judge of that once I burn your formula to ashes!" **_Goblin threatened.

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Nemesis**

The Goblin King smashes through a wall and lands in the testing grounds of the facility. Osborn walks around wondering where he should go from here, until he hears something burrowing out from the ground. It's a large Mutant Death Stalker that glows green from its pincers to stinger.

'_Welcome to the testing grounds, Goblin. Why don't you go ahead and get acquainted with my ultimate creation?' _Merlot said, introducing this enhanced Grimm to combat Goblin.

Osborn mockingly laughs at his creation, _**"Your 'ultimate creation' is nothing more than an overgrown bug that's seeking to be squash!" **_

The Mutant Death Stalker fires several poison projectiles from its stinger at Goblin, who jumps high above its attacks and counters with several fireballs thrown down on its face. Goblin crashes down with a monstrous stomp on its back to repeatedly smash it, until he was smacked to a wall by its stinger. _'You could learn a lot from this enhanced specimen.' _Merlot taunts Osborn, as he watches the mutant burrowing underground while spawning other Grimm to help it fight.

"_**Like running away? The poor thing. It's terrified of me." **_Goblin rampages through the spawned Grimm and easily kills them as he waits for the main course to return to the surface. He hears it burrowing out underneath him and jumps out of the way.

'_You've made him angry. You're not going to like him when he's angry!' _Merlot taunted.

"_**You're mistaking him for another green goliath." **_Goblin envelops his body in fire as he unleashes a powerful mouth blast that staggers the creature back. _**"BURRRRN!" **_He furiously tackles the creature in the face and punches it, roaring at it ferociously before bombarding his flaming fists onto his face, slowly killing the creature much to Merlot's horror and surprise.

'_I thought this was my most potent batch of serum?! How could he be losing?!" _Merlot remarked.

"_**It's NOTHING compared to the power of the Oz Formula!" **_He states while brutally smashing the Grimm's face to the ground. _**"I have evolved passed the limitations of Man! Of Faunus! Of Grimm!" **_He mocks while tricking the Grimm to stab its stinger onto the ground to get stuck while he pummels his weakspot. _**"I have no limits, for I am a KING! THE GOBLIN KING!" **_The ruthless goblin aims both hands at the weakened Death Stalker, charging up his flames before the creature into oblivion, igniting a giant explosion from which hundreds of small beams sprout from the crater that destroys the entire testing ground.

**BGM End**

* * *

**Merlot's Main Lab**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Eye in the Sky**

"W-What happened in there?! Blasted cameras!" The person complaining in front of his numerous monitors is Dr. Merlot in the flesh, an old man with a robotic, glowing red eye and robotic right arm with red inner circuits. He frantically tries to bring the cameras inside the testing ground back online, but they were destroyed during Goblin's last attack and has no idea what is happening over there.

Much to his fright, the doctor hears the door into his lab being pounded as it bust open, revealing the Green Goblin in all his menacing glory. _**"Doctor Merlot, I presume." **_He greets him with a chilling smile that can kill his soul.

Merlot frantically goes for the self-destruct button to kill himself and Goblin but was ruthlessly pulled away by the monster's giant fist. _**"There is no need for that. I doubt it would kill me anyway." **_Goblin taunts him right up to his face.

"PLEASE! Don't kill me! I'll do anything you want! Anything!" Merlot pleaded for his own life like the pathetic coward he is against true danger.

"_**Relax, doctor, I didn't come here to kill you but to teach you a lesson. 40,000 years of evolution and we've barely even TAPPED the VASTNESS of human potential. That is, until 'I' came along. And look what I have become! Ultimate evolution within my grasp, and you will play a role in helping me achieve that ultimate power." **_Goblin threatens Merlot to work for him.

"Right, right, of course! Whatever you say, Goblin! Anything you want!" Merlot accepts his offer to join the Goblin Nation in fear of being killed by this monster.

"_**Good." **_Goblin then ruthlessly throws the old fool onto the floor. _**"As of tonight, your island is under MY control. All your resources belong to me. You will create NEW androids that fit to my specifications. And you will assist me creating the ULTIMATE weapon of destruction! Do as I say and perhaps I will teach you how to unlock the Grimm's full potential. Do we have a deal?" **_Goblin asks his new partner in crime, who is too scared to confirm the deal as his new master cackles maniacally as lightning strikes outside the island.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: That'll be it for Goblin right now. Time to return to the present and focus on Spider-Man as he adjusts to his new life at Beacon Academy and creates new spider-tech.**

**Kevin: Excuse me for having a life outside of the internet. Be patient.**

**Saramus92: The merging of worlds ALREADY happens in **_**Exo War**_**. Go read that story. It's been LONG published. There is NO reason to do that in this story. This ISN'T a reboot. This is a REMAKE of the original story. Major plot points will be roughly the same but redone to make more sense and consistent with the rest of the series.**

**Guest Isa: Nothing drew Goblin to the Land of Darkness. It was random.**

**Next time: The Badge, The Burden, and The Spider**

**Question of the Chapter: How do you feel about Green Goblin's portrayal so far?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	12. Vol 1 Issue 11: Icyhot Heart

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Managed to survive my Beacon initiation. It was horrible, and not because I thought I was gonna die multiple times, but because I've been placed in a team with four girls! I can't even handle one! And for some insane reason, I'm the co-leader AND mentor! Classes haven't even started and I'm already stressed beyond belief!**

**BGM End**

* * *

_Vol 1 Issue 11: Icyhot Heart_

**Beacon Academy, Team RWBYP Dorm**

A peaceful night Peter is trying to sleep through at his new school, but couldn't as he's feeling a little uncomfortable and groggily rises from his sleeping bag. He lets out a quiet yawn while rubbing his messy hair, _'Ugh. Why do I feel so uncomfortable? Is it because I'm sleeping on the floor?' _His tired eyes look through the darkness of the dorm and turned to the attention of a particular blonde girl snoring a little too loudly for his taste as she sleeps peacefully in her bed, and looks around seeing three more girls around him sleeping quietly in their beds. Peter mentally groans, _'Oh, that's right. I'm in superhero school in another dimension. Sharing a dorm with four girls, who so happen to be my new teammates. And I'm the co-leader for some odd reason. And their mentor for some stupid reason. How did I get myself into this?'_

The hidden vigilante silently gets up from his sleeping bag to look through his belongings to take out his new Academy uniform. _'Quit whining, Parker. You're here now, for god knows how long. Better make the best of it. Ozpin promised me my own science lab. Might as well check it out while everyone is sleeping.' _He thought, switching from his pajamas to his school uniform and quietly walks out the room carrying his Iron Spider backpack, while his team sleeps blissfully.

* * *

**Beacon Science Lab**

**BGM-Ratchet & Clank (PS4) OST-Pause Menu**

The wandering hero explores the quiet and dark school while searching for the science lab. He takes a look at his Scroll giving him the directions on where to go. Even with directions, he found himself a little lost at times because of how big the campus really is, both inside and out in the field. After wandering around campus for a while, he located the building and the entrance that leads to his own private science lab. The door is secured with an electronic lock, so he uses his Scroll to disengage it and quietly enter the room.

His science lab is about as big as his dorm with a holographic desktop computer, equipment for weapon crafting, and neatly placed Dust containers among other unknown items. Peter seems mildly impressed by his new lab, _'Not bad. It's not like the labs at Stark Industries, but it's better than Midtown's. Anything is better than the science kit I use back home.' _He explores his new little headquarters for a little bit and takes out the material needed for his spider-tech, _'Gotta make some web fluid so Spidey could swing back into action. Let's see…some Dust…some flasks…whatever else that looks sciency…' _

The process went on for just a little longer until Peter found everything he needed and placed the jumbled pile on the table next to his computer._ 'There. Now we're in business.' _Peter rubs his hands in excitement, but then pondered an idea as he looked at the clock and sees it's still very early in the morning. _'On second thought…Classes don't start for another few hours. Instead of just refilling my webbing, maybe I can use this chance to create new spider-tech. Been meaning to do that for a while. Upgrade my web-shooters and whatnot? Reed once shared me his notes on the latest generation of his Unstable Molecules. I can use that for my suit. I need to be ready for this "challenge" Madame Web is preparing me for, whatever that is. And besides, I've been meaning to mess around with this world's science. I might have a little fun here.' _Peter said with excitement, as he immediately begins working on new tech.

**BGM End**

* * *

**A Few Hours later…at Team RWBYP's Dorm**

**BGM-Yugioh GX OST-Everyday Life at the Academy**

It's a beautiful morning over at Peter's dorm as Weiss sleeps soundly in her bed. Her eyes flutter open and she stretches her arms above herself, yawning, while Ruby, dressed in her strangely-colored school uniform, creeps on her side and suddenly blows a whistle, causing the heiress to fall off the bed.

"Good morning, Team RWBYP!" Ruby cheerfully shouted.

"What in the world is wrong with you?" Weiss asked from the floor, less thrilled than her young partner.

"Now that you're awake, we can officially begin our first order of business." Ruby remarks, ignoring the question.

The confused heiress stands up from the floor to brush herself off, "Excuse me?" She asked before spotting Yang with a bunch of stuff in her arms and Blake with a suitcase.

"Decorating!" Yang shouted excitedly.

"What?!"

Blake lifts her suitcase, "We still have to unpack," as it opens and spills its contents, "Aaaand clean."

Weiss looks less than enthusiastic about the whole idea, especially when Ruby knocks her back again with the blow of her whistle. "Aaaalright! Weiss, Blake, Yang, and their fearless leader Ruby have begun their first mission!" The young leader excitedly raises her fist into the air and shouts, "Banzai!"

"Banzai!" Both Blake and Yang does the same at her sides, as all three girls raise their hands together and tilt their bodies to the right.

Weiss lets out a small sigh, before realizing that all three of them were wearing their school uniform, but also that there's someone missing from the team. "Wait, where's Parker?" She asked, clearly wanting to know how he got out of this particular situation.

This stopped the other girls' excitement a little bit. "He was already out of the dorm before any one of us woke up." Blake said, while staring at his sleeping bag with a somber expression on her face. "Guess he wanted some time to himself."

"Or maybe he was nervous to be sleeping in the same room with a bunch of girls and hightailed when he got the chance." Yang commented with a smirk, failing to realize she left Ruby and Blake a little red to their faces. "Well, let's get going. We don't want to be late for class." She said, remaining oblivious.

Blondie places a poster of six guys in various poses on her part of the room. Weiss positions the painting of the Forever Fall forest to perfection and walks away. Blake is busy putting away her books on the shelves, picking up a copy of Ninjas of Love and widening her eyes as she warily looks around before putting it back. Ruby positions Crescent Rose at an exact angle against the curtains so she can perfectly slash a diagonal portion off. They take one more look at their organized room, and the repaired curtains, which left them admiring their handiwork. With one problem. The beds are cramped together in the center of the floor.

"This isn't going to work." Weiss stated plainly.

"It is a bit cramped." Blake commented.

"Maybe we should ditch some of our stuff…" Yang recommended.

"Or we could ditch the beds…" Ruby started, thinking out loud before an idea popped into her mind with a gasp, "And replace them with bunk beds!" She said enthusiastically with her arms raised.

"Umm, that sounds incredibly dangerous." Weiss pointed out, objecting to that deadly idea.

"And super-_awesome_!" Yang said excitedly.

"It _does _seem efficient." Blake supported the idea.

"Well, we should put it to a vote!" Weiss suggested.

"I think we just did." Ruby said, as Blake thumbs up the idea, Yang makes a double-rocker gesture, and Weiss angrily curls her fists at her side. It became clear who won, as not even Peter's vote would've changed the outcome.

Finally admitting defeat, Weiss helped her teammates as they rush at the beds, where sounds of jackhammering and sawing are heard until they gather back at the front of the room. "Objective: Complete!" Ruby stated. While Weiss' bed is simply on the ground next to her art and luggage, Blake's bed is next to her books, which are used to raise Yang's bed over it by placing the novels on the posts, and Ruby's is hanging from ropes on the ceiling with a blanket used as a tent over it, all while Peter's sleeping bag is left alone on the floor.

"Allllright! Our second order of business iiiiiiiis...!" Ruby started, getting a black covered book from the counter and sits on her bed, "classes." She finished saying with less excitement as she pulls out a pencil. "Now, we have a few classes together today. At 9, we've got to be-."

"_What_?! Did you say 9 o'clock?" An alarmed Weiss interrupts her confused partner.

"Uuuum…"

"It's 8:55, you dunce!" Weiss sprints out of the room and down the hall as she doesn't want to be late to her first class at her new school. The remaining members of RWBYP and JNPR peek out from their doorways to look at her go.

"To class!" Ruby flabbergasted before running out alongside her teammates.

"Class…?" A confused Jaune asked before losing his balance and ends up toppling his own teammates on top of him. He manages to get out from under them and start dashing down the hall exclaiming, "We're gonna be late!"

In the courtyard, Professor Ozpin and Glynda were minding their own business until they saw the two teams hurry through the school. The two teachers simply stand in silence, while Glynda looks at her watch, and Ozpin sips his coffee.

**BGM End**

* * *

**Peter's Lab**

**BGM-Marvel's Spider-Man (PS4) OST-Oscorp Research Station Mission Theme 1**

Meanwhile in his lab, Peter made himself quite busy creating and upgrading his spider-tech to make himself a more efficient crime-fighter, as the young genius is putting the finishing touches on his new cutting edge wrist device. "I am a genius!" He said with a joyful smile as he wears his new wrist device on his left arm, "Remnant, say hello to the most hi-tech communication device that'll make your CCTs look as outdated as newspapers! The Webware! It comes with clear internet reception and unlimited data anywhere on the planet, equipped with a special type of encryption that physically reconfigures its internal mechanisms through a nanotechnological computer that is VERY difficult to crack! AND can camouflage itself when not in use!" He said, pressing a button on his communicator to turn it invisible.

"But that's not all!" Peter excitedly walks to the table and lifts up his upgraded classic costume, "My suit has been upgraded with 3rd generation Unstable Molecules! It's incredibly resilient to drastic changes in the environment, can repair itself, never get dirty, and can change its appearance. Ideal for hard-working superheroes like yours truly! It also has a built-in AR heads-up display system for complete analysis of my surroundings. Enhanced lenses, stealth mode, and Web-Wings!"

Finally, he goes to the desk that's holding his brand new Web-Shooters, which are smaller than the bracelet variant but more advanced as he simply attaches them to his wrists, watching in amazement as it projects a holographic scope with the spider emblem, "And last, but won't be for least, is my Next Gen Web-Shooters, containing stronger web fluid that last longer and comes with special 'Elemental Webbing' thanks to Dust like Taser-Webs and Cyro-Webs." He puts his new gadgets away in his backpack with a proud smile of all of his accomplishments in the span of a few hours.

"Am I good or am I good?" Peter grins egotistically.

"_As good as anyone who shares the ego of Tony Stark." _That sarcastic quip came from none other than Madame Web appearing her astral form behind Peter, who was surprised by her sudden presence.

"Madame Web? Oh, not her again. I was finally enjoying myself." Peter whined, as he still finds the strange mystic very mistrusting.

"_How have you been enjoying your stay in Remnant?" _Madame Web asked her young disciple.

"I would enjoy it more if I wasn't trapped here and forced to enroll in Ozpin's School for Weird Youngsters." Peter quipped.

"_Attending Beacon Academy is a necessity to help you grow as a person. And as you grow, others will follow, if you learn to cooperate with them." _Madame Web advises him.

"Forget it! This has all been one big bad idea. I've fought villains and creeps that these kids will NEVER face. I'm a _magnet _for trouble. I can't risk their safety." Peter argued, still thinking joining Beacon was a bad idea on all accounts.

"_I do not need to use my telepathic powers to know what you're thinking. I know you feel responsible for what happened to your Uncle Ben and others like him, but at some point, you're allowed to forgive yourself and start over." _Madame Web said sincerely, wanting him to forgive himself for his past failures.

Peter frowns with a somber expression as he doesn't want to be reminded of his past failures, turning his back to the mystic. "Easy for you to say." He said somberly. "Now if you don't have anything else better to do, I have…" As the brunette stares at the clock, he realizes it is way past 9 o'clock, much to his horror, "I am VERY late for my first class!" He hurriedly grabs his belongings and rushes out the door, "See ya!" before closing it tight.

Madame Web sits alone in the lab, sighing as she shakes her astral head in disappointment, _"That boy…"_

**BGM End**

Rushing through the courtyard, Peter was able to see Ozpin casually strolling with Glynda at his side. Both professors notice the outworldly teen as he made a mad dash toward them before anything else happened. "Mr. Parker. I see you're in a rush to class just like your teammates a while ago." Ozpin calmly talks with his student.

"About that. Can I get an immediate transfer?" Peter asked, somewhat jokingly.

"Are you _still _insisting on leaving this school?" Glynda folds her arms while glaring through her glasses at the young student.

"Why keep me here? You're just asking, BEGGING to bring trouble if I stay here!" Peter quipped.

"Because you are a valuable student." Ozpin answered calmly.

"A student from another dimension, who has his own life and troubles, and has the worst luck out of our two worlds!" Peter quipped.

Having a sense what Peter is trying to say, Ozpin speaks to him with the same sincerity like Madame Web earlier, "Peter, I understand. But listen. Each one of your teammates is _just_ like you. At a crossroads. They could use guidance from a kid who's been at this a while."

"Look, Oz, they all seem cool. Especially Ice Queen. THAT'S why I don't want to stay here. I CAN'T be responsible for what happens to a bunch of rookies." Peter calmly argued with his reasoning.

Despite listening to his reasoning, Ozpin continues arguing with his calm voice, "I wouldn't have made you co-leader and mentor if I didn't see potential in you and all four of them to be the next generation of great heroes. The next Huntsmen of the world! Those kids have the training and you have the real-world experience. They're willingly to give you a chance. Will _you _give them a chance?"

Peter remains silent, looking at the ground below him while thinking over his words and his next course of action. "Excuse me. I'm late for class." He said with a dull tone, somberly walking away from the professors. "We'll see at the end of the day if I take that chance." He stated before leaving them alone, as they stare at him walking towards the building.

* * *

**Meanwhile…at Peter Port's Class**

**BGM-RWBY OST-** **EP 9 Score - The Badge and the Burden Pt 1**

"Monsters! _Deeeeemons_…" said a very deep voice belonging to the elderly teacher named Peter Port. "Prowlers of the night! Yes, the creatures of Grimm have many names, but I merely refer to them as prey! Ha-ha!"

The members of Team RWBYP, except for Peter who is late, are seated on the front row showing varying stages of interest; Blake and Yang are sitting up and paying attention, Weiss is taking notes, and Ruby has her head propped in her hand as she takes a quick nap until she is woken back up by Port's bad joke, which receives a cricket-filled silence as a result.

Port breaks the awkward silence as he continues talking, "Uhhhh... And you shall too, upon graduating from this prestigious academy! Now, as I was saying: Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world! Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces! And that's where we come in. Huntsmen! Huntresses..." He gives Yang a wink, which she groans uncomfortably at, "Individuals who have sworn to protect those who cannot protect themselves! From what, you ask? Why, the _very_ world!"

"Ayyyy-yep!" A random student raises his fist and stands like this for a moment as everyone looks at him strangely before sitting down, embarrassed.

"That is what you are training to become. But first: A story. A tale of a young, handsome man... Me! When I was a boy..." Port's words fade into blah's when Weiss notices Ruby is very focused on penciling the paper in front of her. "...Despite smelling of cabbages, my grandfather was a wise man. 'Peter', he told me..." The speech evolves into more blah's as Ruby chuckles at her creation and shows it to her teammates: a ball-with-limbs-and-a-head drawing of the teacher with stink lines coming from him and "Professor Poop" written underneath. Ruby blows a quick raspberry. Blake and Yang laugh, but Weiss looks annoyed.

"Ah-heh-hem!" Port let out a fake cough, waiting until he has their attention again before continuing, "In the end, the Beowolf was no match for my sheer tenacity, and I returned to my village with the beast in captivity and my head held high, celebrated as a hero!" The teacher takes a bow as Weiss slowly gets more and more frustrated with Ruby's antics.

"The moral of this story? A true Huntsman must be honorable!" Port says, while Ruby playfully balances an apple on a book with her pencil held only by her finger while making a silly face. "A true Huntsman must be dependable!" Then, Ruby falls asleep again. "A true Huntsman must be strategic, well-educated, and wise!" Then, Ruby not-so-subtly picks her nose, much to Weiss' building anger. "So, who among you believes themselves to be the _embodiment _of these _traits_?"

With her anger reaching its boiling point, Weiss furiously raises her hand to his question, "I do, sir!"

"Well, then, let's find out!" He turns to gesture at the glowing red eyes surrounded by shadow shaking the cage that traps it, "Step forward, and face your opponent!" He says, as the unknown monster continues to growl.

**BGM End**

**BGM-RWBY OST-** **EP 10 Score - The Badge and the Burden Pt 2**

Weiss steps away from her seat to find a suitable place to switch to her regular attire. Now wearing her battle uniform, she readies her weapon at the growling creature in the cage as her teammates cheer her on from their seats.

"Goooo, Weiss!" Yang raises her fist in support.

"Fight well!" Blake waves a small flag saying RWBYP.

"Yeah, represent Teeeeeam RWBYP!" Ruby enthusiastically cheers on her partner.

Annoyed by her cheering, Weiss lowers her sword and looks over at her so-called leader, "Ruby! I'm trying to focus!"

"Oh, um…Sorry…" Ruby responded sheepishly.

"Allllright!" Port pulls out his battle axe as he shouts, "Let the match…_begin_!" He swings his weapon down on the lock, breaking it and dropping the cage door revealing the Boarbatusk inside, which immediately charges at Weiss. She uses her weapon to deflect its attack and roll to the side, readying herself for its next move. The Grimm stands a distance away from its enemy, studying her.

"Ha-ha! Wasn't expecting _that_, were you?" Port commented.

"Hang in there, Weiss!" Ruby continue cheering her partner.

Weiss is now speeding towards the oncoming Boarbatusk, sticking her blade straight at its skull until they meet and Myrtenaster is trapped in the beast's tusks. Weiss is still hanging on to the hilt, and is tossed around as she struggles to get the rapier back. "Bold, new approach. I like it!" Port commented.

"Come on, Weiss, show it who's boss!" Ruby's words of encouragement are starting to annoy Weiss, as she turns to glare at her, only for the Boarbatusk to turn its head and rip the sword from her grip. Myrtenaster lands far away from its master, who is knocked back by the creature's tusks.

"Oh-ho! Now what will you do without your weapon?" Port asked the disarmed heiress.

Weiss looks up just in time to see the Boarbatusk charge again, rolling out of the way just in time to avoid getting trampled and make it crash into a desk. Weiss rushes at her sword and slides to get it back in her hand. "Weiss! Go for its belly! There's no armor underneath-!" Ruby continues with the advice, which Weiss finally had enough of.

"Stop telling me what to do!" Weiss snaps at her leader, who looks hurt from her rebuttal.

Meanwhile, the Boarbatusk leaps into the air and rolls into a ball, spinning rapidly in the air and landing on the ground, consistently gaining speed until it launches itself at Weiss. It comes closer and closer, but Weiss activates one of her blue-white circles and blocks the roll, leaping up into the now-black snowflake symbol and turning it blue again so she can drive the blade into the Boarbatusk's stomach. It squeals and falls silent while Weiss gasps in relief.

"Bravo! Bra-vo! It appears we are indeed in the presence of a true Huntress-in-training!" Port compliments his student for an excellent performance, as Weiss stands at attention from her exhausted position and Ruby continues to frown. "I'm afraid that's all the time we have for today. Be sure to cover the assigned readings, and... stay _vigilant_! Class dismissed!" He told his students.

At the same time class was dismissed and before anyone could walk away from the room, Peter suddenly enters through the door and gathers everyone's attention. "Finally found it! This school's a maze!" He said, until he noticed everyone staring at him strangely, making him feel very nervous and awkward, "Uh…I'm not _that _late, am I?" He asks his professor.

"Extremely. That's a penalty, Mr. Parker. Continue being late and it'll affect your whole team." Port told Peter, warning him not to be late next time.

"Ah man…" Peter groans before looking at Weiss, who furiously glares at her co-leader for affecting the whole team with his tardiness and turns away from both him and Ruby, walking hurriedly to the exit past her teammates.

"Sheesh, what's with her?" Jaune remarks, as he watches the angry heiress walk away from his seat, while the remaining members of Team RWBYP look at each other with the same question.

**BGM End**

As the rest of the students head out of class, Peter and Ruby spot Weiss storming off, so they turn a corner and manage to catch up with her to talk. "Weiss!" Ruby says, getting her attention.

"What?" Weiss angrily turns around, facing her supposed superiors in the team.

"What's wrong with you? Why are you being-?" Ruby asks until she was rudely interrupted by her partner.

"What's wrong with me? What's wrong with you two? You and Parker are supposed to be leader and co-leader, and all you two have been so far are a nuisance!" Weiss argued, voicing her anger at her teammates' incompetence.

"Look, I'm sorry if I was late to class. I was occupied with something else. But what did Ruby do?" Peter responded.

"That's just it – she has done _nothing_ to earn her position! Back in the forest, she acted like a child, and she has only continued to do so!" Weiss insults her leader first before angrily pointing at her co-leader, "And _you_, Parker, I'm not going to accept a mentor who makes excuses why he shows up late to class! What, in ANY shape or form, makes you more qualified to mentor me?!" She asks, but Peter has no immediate answer.

"Weiss, where is this coming from? What happened to all the talk about 'working together'? I thought you believed in acting as a team." Ruby responded.

"Not a team led by _you _or _Parker_. I've studied _and _trained. And quite frankly, I deserve better." The heiress turns her back to her two teammates, with Ruby trying to reach out but drops her hand as she hears the following words, "Ozpin made a mistake." Weiss claims, marching away while Ruby looks dejected.

Peter, however, looks ashamed as he feels responsible for their team slowly breaking up. The same reason why he didn't want to stay at this school. He stares at Ruby, who looks extremely doubtful and is on the verge of tears. "Is she right? Did Ozpin make a mistake?" She tearfully asks while staring back at him.

**BGM-Yugioh GX OST-Agonizing Heart**

Peter sighs, wondering what he should say that'll make his little mentee feel better so she wouldn't cry next to him. _'Time to be a mentor.' _He remarks in his head. The hidden vigilante places a gentle hand on her shoulder, which surprises her as she looks at what he's about to say. "Listen. It's too early to think that." He started, speaking in a serious, wise tone. "You and Weiss are rushing to conclusions. I wasn't lying when I said you had potential, and you showed it to me when you coordinated our friends to safety at the forest. That's the trait of a leader. And trust me, I've met great leaders." He said, as he couldn't help but recall the many times Captain America has led the Avengers towards impossible odds. "You don't have to be strongest or the smartest. Only a brave soul whose heart is in the right place, and will do anything to do what is right and protect her friends to the bitter end." He finished.

"But, what about you? Do you think you're ready to be a leader? A mentor to all four of us?" Ruby asks him a serious question.

"I dunno." Peter replies somberly. "I've made…countless mistakes. But…maybe this is a chance…for me to forgive myself and start over. We both have a long road ahead of us. And the only way to cross it is as a team." He finished his little speech of encouragement to Ruby.

When he finished, he could see tears running down her cheeks. Peter thought he said something wrong and feel like he failed to cheer her up, until he saw that beneath the watery eyes, there was a genuine, big bright smile across her pale face as the tears dry up.

"Thank you." Ruby thanks him for the encouraging pep talk.

"Heh. Your welcome." Peter smiles, placing his hand on her hair and ruffles it playfully, much to her enjoyment and laughter. "Now get outta here, squirt. I gotta go talk with drama queen. I think I'm starting to understand what's _really _bothering her." He said, as Ruby walks away with a little skip in her step.

**BGM End**

**BGM-Sonic Unleashed OST-Chip's Memories**

Peter walks around the halls until he comes across a balcony where Weiss is watching the sunset over the school's rooftops to clear her head. "Weiss." He said, getting her attention as he approaches her. "We need to talk."

She scoffs before turning away from him, "So _now _you decide to act as a mentor."

"I'm serious. Tell me what's bothering you. Maybe I can help." Peter says sincerely, as he stands next to her on the balcony.

"Well…I-I think I should have been team leader!" Weiss expressed.

"Being team leader isn't all about who studies the most or trained by the best. You're burdened with a _daunting _responsibility. And let me speak from experience, it can be extremely taxing, if you don't have the _will_ to keep moving forward." Peter replied.

"I know that!" Weiss remarks arrogantly.

"Do you?" Peter asks her calmly. "You're a girl who has spent her entire life getting _exactly _what she wanted."

"That's not even _remotely _true!" Weiss crosses her arms, looking defiant, but under Peter's gaze, she reluctantly relents, "Well…not _entirely _true."

"You don't have to hide it. I _know _what you're going through." Peter said, which surprises Weiss as she looks away from him depressingly, "I'm not lying. I had a friend who's _just _like you. He came from a rich family facing a lot of problems growing up. His mother died when he was born, and his father never gave a _damn _about him. For most of his life, he was pushing himself to become something _worthy _in his eyes, and in the end, it wasn't enough. He was just _torturing_ himself. You're on a similar path, but at an earlier point. You can still make the right decisions." He said, as she finally calms down and looks at him again, "So instead of fretting about what you don't have, savor what you _do_. Hone your skills, perfect every technique, whatever. Try not to be the best _leader_, but the best _person _you can be." He said.

"I'll…I'll try. Thanks, Peter." Weiss smiles a little at the words of wisdom, and finally calling him by his first name. "Tell me…what was the name of your friend?" She asked him.

"His name was Harry Osborn. He was my _best _friend. But the two of us had a big fight and…we haven't spoken to each other since." Peter said somberly, looking away from her as he doesn't want to reveal their big fight led to Harry's death.

"I'm sorry…" Weiss apologizes.

"That's okay. You and Ruby reminded me of the times I hanged out with Harry. Some of the best times. And some of the worst. But it's not too late for the two of you. You just gotta learn to open a little. And, not be so cold." Peter added a little joke at the end, which did get an amusing smile from the heiress.

"I'll do what I can." Weiss smiled, which causes Peter to smile as well while leaving her behind to look at the scenery, not with a complete peace of mind.

**BGM End**

* * *

**Later that night…At Team RWBYP's Dorm**

The door opens and Weiss' shadow is seen against the hall's light. Blake is sleeping under the covers, Yang is spread out on her bed and snoring, and when Weiss lifts the blanket of Ruby's tent, she finds the occupant with her head resting on notes, a pencil in her hand, and open books all around her. Weiss, looking amazed at Ruby's determination, clears her throat and gently shakes the other girl awake, who takes a second to regain consciousness and start flailing in surprise.

"Weiss! I-I was studying, and then I fell asleep! I'm sorry…" Ruby tries to apologizes, only for Weiss to place a hand over her mouth and puts a finger to her own so Ruby understands the need for lowering her voice. Weiss looks near Ruby's pillow and spots an empty Beacon coffee mug.

"How do you take your coffee?" Weiss asks as she lowers her hand.

"I…I don't…"

"Answer the question!" The heiress remarks, already irritated not receiving an immediate response.

"Uhh, cream and five sugars!" Ruby quickly responded, which causes her partner to sigh.

"Don't move." Weiss ducks under to her own bed and comes up a moment later with a fresh cup, offering it to her partner, "Here."

"Um…Thanks, Weiss." Ruby responded, looking very confused since she was just mean to her several hours ago.

Weiss has a smile on her face before looking apologetic, "Ruby, I think you have what it takes to be a good leader." She said, causing Ruby to smile appreciatively, "Just know that I am going to be the best teammate you'll _ever _have!" They share a smile, "Good luck studying!" She then ducks under, only to come up and point at one of Ruby's papers, "That's wrong, by the way." She ducks under again, and her voice comes from the doorway this time after noticing someone isn't here, "Where's Peter?"

"I think he went out for a walk." Ruby answered.

"This late at night? I hope he takes care of himself. I was thinking maybe the _two _of us could get him a new bed so he wouldn't have to sleep on the floor." Weiss recommends she and Ruby could get Peter a new bed to sleep on. "Which reminds me."

"What?" Ruby remarked.

"I always wanted bunk beds as a kid." Weiss stands in the door with her hand on the knob before closing it, leaving to change clothes.

Ruby grins at the progress with her friend, which was only made possible by her other friend, _'Thanks, Peter.' _She mentally thanks him as she goes back to her notes.

Unaware to the partners, Peter was on the wall outside next to the dorm's window while wearing his costume in its new stealth mode. Spidey smiles, as he's also glad his new friends are making progress with each other. The wallcrawler turns off his stealth mode as he quietly swings next to the Beacon Academy Statue on campus. He decides to test out his enhanced lenses to see perfectly in the dark and look around his surroundings, until he spotted someone approaching him with their cane.

"Ozpin?" Spidey recognized him.

"I see you are using our technology to good use. Are you still planning to leave Beacon?" Ozpin asks the outworldly hero, recalling their discussion from earlier.

"Just for tonight. You were right. Those girls need a little guidance. To push them onto a better path of Huntresses." Spider-Man answered, planning to stay at Beacon Academy willingly this time.

"And what path will you take?" Ozpin asked him.

"Me? I want to go on a path more than that of a Huntsman." Spidey declared, which confuses but at the same time intrigues the stoic headmaster.

"Care to elaborate?" Ozpin remarked.

"You're the professor. You figure it out." Spidey quips, launching a webline that zips him through the night sky as he swings into the city to fight some crime, leaving Ozpin behind with a small smile followed by a chuckle after hearing his declaration.

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: We're back with Spider-Man for a little bit as we enter the little story arc where he gains new tech (as both Spider-Man and Peter) which will lead to him unlocking his Aura. And in this remake, I'm going to be taking a concept from "Marvel vs. Capcom 3" and add it in this story as an exclusive Aura for both Spider-Man, and eventually Green Goblin.**

**Guest DCDGojira: No.**

**superjoeyf721: Wait until Volume 2 for your answer.**

**Conner: Neither. Those appear at a later story. Read those.**

**Next time: Vale's first supervillain: Enter Hydro-Man!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	13. Vol 1 Issue 12: Schnee Swimming

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! First day of classes could've gone better. Weiss didn't think me and Ruby had what it took leading this group, but we talked it out and settled our differences. Looks like she and Ruby are slowly getting along, which is nice because it is high-time I got back doing some solo-superhero work in the city. Should be a peaceful night, oh who am I kidding?**

**BGM End**

* * *

_Vol 1 Issue 12: Schnee Swimming_

**Osborn's Laboratory**

**BGM-Spider-Man: Battle for New York OST-Goblin Theme 1**

Osborn is inputting the final calculations into his computer to get his Super Solider machine ready for another experiment with his completed Dust Formula. He already has his goggles on while standing in-between Torchwick and Cinder, as they are here to witness the birth of another metahuman.

"Osborn, are you sure this experiment won't lead to another mess on the floor?" Torchwick asks him.

"Cease your worries, Torchwick. I assure you that the Dust Formula has been perfected and is ready to be used on our latest test subject." Osborn assured his allies.

"Who did you choose this time?" Cinder asked him.

In the experimental room behind the protective glass window is a White Fang enforcer strapped to the lab table below the Dust machine. He strangely looks familiar because of his unique blue uniform and mask. "His name is Morris Bench. An enforcer in the White Fang that blew up the SDC building in Vale a while ago." Norman briefs her on his latest test subject.

"Let's get started. I want to show the world the true potential of a Faunus." Bench spoke from the other room.

"Of that, you have nothing to fear." Norman calmly presses the button that activates the machine and blasts the enforcer with the energy from his Dust Formula. Bench tries his best not to scream from his DNA being rewritten, but the process was becoming too painful for him to endure. His eyes start glowing as his arms suddenly become water. He lets out a big loud yell as a blue, blinding light emits from his body as everything he knows about himself is changing forever.

**BGM End**

* * *

**City of Vale**

That same night, Spider-Man swings through above the peaceful streets of Vale after finally refilling his web fluid and making some useful upgrades to his tech that'll make his job a lot easier. "Ahh, nothing like a nice relaxing swing through the city. I should have brought a book and just-."

**BGM-Spider-Man: Web of Shadows OST-Gang War (Black Suit)**

His Spider-Sense suddenly alerts to him to a loud explosion nearby, as the webslinger clings onto a wall and sees civilians running for their lives, "Aw, man…You'd think I'd seen the last of people running madly at initiation. Wonder what everyone is so upset about?" He wondered. He then spotted another explosion going off not far from his position, "Could it be the White Fang? They were the ones that blew up that Schnee building a while ago. Are they behind this too?" He spins out a webline to swing on over the scared civilians as he rushes to the scene, "Only one way to find out…"

Outside a store that sells valuable Dust, goons of the White Fang are scaring humans away with their enhanced Oscorp weapons and armor, courtesy of their secret Professor. The police are powerless against the White Fang's new tech and pinned down for cover. "Hurry and grab the Dust!" A goon shouts at their pals, who are in charge of stealing Dust from the store.

"Looks like the White Fang got themselves an upgrade." Spidey comments, as he lands on a rooftop near the robbery. "Too bad. I'm sporting some new tech too!" He quips, zipping on top of a car before some goons could flee away with it. "Can't you people buy Dust like any normal person? Assuming any of you look normal behind those masks?" He joked.

"It's the Spider! Get him!" A henchman shouted, as the White Fang starts at the webhead with their upgraded guns. Spidey flips back while forming a web shield to block the bullet barrage in midair, and as he lands he reabsorbs the webbing into a big web sphere that he launches at the goons, ensnaring some of them onto the ground or on cars.

"No guns. My doctor said bullets are bad for my cholesterol!" Spidey yanks some guns into a web ball that he uses to smash his enemies from a distance. As several thugs rush to attack him with their upgraded swords, Spidey launches another webline to ensnare some of the debris into another web ball, then uses both as he hops into the air and flails them rapidly, knocking out the thugs onto the ground.

His Spider-Sense alerts him to a brutish White Fang goon dropping down behind him. They are equipped with painful shock gloves that they use to slam the ground, unleashing a powerful shockwave that knocks Spidey to the ground. "Oooh, nice shock gloves. Get them as a birthday present?" Peter quipped. The webslinger zips forward punching the brute with minimal results, as he quickly gets backhanded through a glass window. "That wasn't a good idea." He admits while rubbing his head. His eyes widen to the brute performing a thunderclap with his hands, sending another powerful shockwave at him, forcing him to jump away before he was blown away again. "Enough playing around. Time to test out my latest upgrade. The Seismic Blast!" He charges his web-shooters with incredible seismic energy until they are fully charged. "Here comes the boom!" He launches the concentrated sonic blast at the brute with great force, staggering him onto his knees. This left him wide open for Spider-Man to zip over and punch him fiercely before delivering a powerful axe kick onto his head that instantly knocks him out cold.

**BGM End**

"You know what they say. The bigger they are, the more awesome my upgrades are." Spidey quips, kissing his upgraded web-shooters. But before he could think about leaving the premise, his Spider-Sense once again alerts him to incoming danger, "Spider-Sense? Danger? But from where?" He looks around for the danger, only for it to punch him right in the face with a watery fist that sends him flying back a few feet over the street. Peter gets up, rubbing his head while asking himself, "Ugh, did anyone get the number on that fist that was made out of…water?"

**BGM-Spider-Man: Battle for New York OST-Boss Theme 2 (Spider-Man)**

"Hello there, Spider-Man." A certain White Fang enforcer has come to greet the webhead, as he stands up to confront him.

"And who are you?" Peter quipped.

"The name's Morris Bench, and I'm about to teach you what happens when you mess with the White Fang." Bench threatened him.

"Maybe next time you goons shouldn't be stealing colorful crystals." Spidey jokes, zipping forward with a thrusting punch at Bench, but was shocked to see his fist stuck inside his chest. "What the-?" He responded before getting blasted away by water fired from his chest.

"That's what you get for saving that Schnee girl when I blew up the SDC building." Bench remarks, trying to attack Spider-Man with watery punches.

"Excuse me for being a hero." Peter quips, avoiding his punches and firing two weblines at Bench, who turns his entire body into water as the webbing harmlessly pass through him.

"Pathetic. You don't really think you can match the power of Hydro-Man, do you?" Hydro-Man mocked as Spidey tackles him, only to splash through his body on the other side.

Spider-Man coughs out the water from his mouth as he jokes, "Did you say 'Hydrant-Man'? The dogs must _love _you."

"It's HYDRO-Man! And it's the LAST name you'll ever here!" Hydro-Man angrily corrects him.

"For somebody new to this supervillain gig, you sure got the clichés down." Spidey quips while getting up.

The watery enforcer turns his hands into water and unleashes powerful blasts of it at Spider-Man, who does his best avoiding his incredible attacks. Some cars got toppled over as Spidey unleashes a web barrage that fail to be effective against the watery supervillain. Hydro-Man blasts him again with water, knocking the wallcrawler onto the ground, groaning in pain. "I think now is the perfect time to test my upgrades." Peter mumbles while gathering his mental bearings.

The superhero stands up confronting Hydro-Man, as he prepares to attack once more. The webhead launches two weblines at Bench, but they once again pass through him like he was a ghost and attach themselves to a random car. "Did you forget that didn't work last time?" Bench mocks him with a chuckle.

"Nope. That's why I'm using a _different _kind of webbing. Get shocked by my brand-new Taser-Webs!" Spider-Man quips, as a jolt of powerful electricity are transferred along the web through Hydro-Man, electrocuting him to a painful degree as his watery body is weak to electricity.

**BGM End**

"AAAAAAAAAAAAH!" Hydro-Man screamed until his body exploded into a humiliating puddle. Too weakened from the battle, the sentient puddle muddles for the sewers.

"Hey, you big drip! Where you going?" Spidey taunts while trying to catch up with his enemy, but he escaped into a sewer hole that is too small for him to pursue. "Well then, wasn't expecting to fight a supervillain like that in this world. Maybe he's related to that fire woman I fought before. I would ask, but I lost the signal to the Spider-Tracer I placed on her." He said, unaware it was Osborn that destroyed the Spider-Tracer. The hero hears a few police sirens coming his way, meaning it's time to go, "Great. Cops are coming. That's my que to swing on outta here." He fires a webline onto the nearest building and swings back to Beacon for some sleep.

* * *

**Back at Osborn's Lab**

Hydro-Man resurfaces from a sewer hole into the lab where he is greeted by Osborn, Torchwick, and Cinder after his mission in the city. "Good job, Hydro-Man. The experiment was a success." Norman complimented him.

"Good job?!" Torchwick retorted in disagreement. "Not only he failed to destroy Spider-Man, but we lost more men and Dust thanks to that insufferable bug!"

"Quiet, Torchwick. Our goal tonight wasn't to destroy Spider-Man, but to test Hydro-Man's abilities and collect useful data." Norman calmly responded. The outworldly criminal goes to a table to grab a special blue armor that he specifically built for Hydro-Man, as he hands it to him. "This new armor should grant you better control over your powers and improve upon them for your next mission."

"And what is that?" Hydro-Man asked.

Torchwick decides to be the one to inform him of his mission, "Your next job will be to infiltrate every store in the city and steal their Dust. With your newfound powers, it should be child's play. You should be able to steal all the Dust right under their noses. And if Spider-Man gets in the way again, destroy him for good!"

"Heh. Fine by me." Hydro-Man grinned sinisterly, looking forward to his next mission tomorrow.

* * *

**The next day at Beacon Academy…**

**BGM-Marvel's Spider-Man (PS4) OST-** **Octavius Industries Puzzle Music Theme 1**

Peter is back at his lab working on new tech while not having to worry about classes for now. He's currently wearing safety glasses to protect himself while developing two highly-advanced gauntlets similar to Iron Man's but with his own ideas and design, like sporting a sleek black/blue color scheme. His work isn't complete yet, so he's completely focused on getting it done. Too focused that he was caught off guard again when Madame Web appears in her astral form, _"You're very focused."_

"Whoa!" Peter fell off his chair from her sudden appearance. "Do you _ever _use the front door? I'm busy building my new weapons." He said with an annoyed expression on his face, standing up and sitting back on his chair to continue working on his weapons.

"_I just came to give you my opinion on your pathetic battle against Hydro-Man last night?" _She said, insulting Peter with her words.

"Pathetic?! I was doing _fine_, you creepy psychic lady." Peter remarked.

"_Only because he hasn't fully mastered his abilities. But imagine if he does gain complete control. No one in Vale will be safe. He'd be unstoppable!" _Madame Web stated, wanting Peter to not underestimate his new nemesis the next time they face off.

"Dude's literally made of water. I got new Taser-Webs and Cyro-Webs that'll put him down. I got his number." Peter remarks, confidently and cockily.

"_And what happens if they don't work? Hydro-Man is not some common supervillain. He is a force of nature." _She asks him about the possibility.

"I'll improvise." Peter simply responded.

His response gave her a minor migraine as she shakes her head in disappointment, _"Your Aunt May seems intelligent, so perhaps ignorance doesn't permeate in your family. Perhaps it's just you." _She playfully insults the young man, which got on his nerves.

"Hey, I didn't ask for your advice in the first place." Peter responded.

"_Then continue working on your little trinkets. And remember, my confused young man, nature can be your greatest foe, or your greatest strength." _She gave him one last piece of ominous advice before teleporting out of his lab.

"I dunno why this _strange _mystic decided to be my advisor, but I really wish she would just leave me alone and get her own talk show." Peter joked, left utterly confused by her strange advice.

While going back to work on his weapons, he hears a knock from the door. "Come in!" He shouted, allowing the person to enter his lab.

The door opens for Weiss as she enters his lab, looking around at all the different science equipment while approaching Peter, who was confused to see her come in. "Weiss? What are you doing here?" He asked, which causes her to raise an irritated eyebrow.

"Is there something wrong checking up on my teammate who slept in class today?" She responded.

"Sorry. Rough night." Peter apologizes.

The heiress sighs until she takes a look at the gauntlets he's working on. "Are these gonna be your new weapons? I don't recognize the technology." She comments while holding the unfinished gauntlets.

"They're my own design. It'll be a while until they're done. I'll have to go to town today to start my new job." Peter said, as he kindly takes away his gauntlets from her hands and puts them away.

"You have a job?" Weiss remarked.

"I'm gonna be the new photographer at the Vale News Network. Gotta make some money somehow." He replied.

"I suppose I should tag along." Weiss said.

"Are you trying to ask me out?" He joked, which instantly got her flustered and furious.

"No, you idiot! I want to overlook the re-construction on the SDC Vale Facility the White Fang blew up! Once we arrive at the VNN, we're going our separate ways." Weiss retorted.

"Okay, geez. Don't need to lose your cool, Weisscle. I hear its hot today." Peter quipped.

Weiss lightly groans, "Enough with the nicknames. Let's go." She gestures him to follow her as they walk out of the lab together.

**BGM End**

* * *

**Later at Vale…**

It's a hot and sunny day as the two friends stand in front of the tall VNN building, where Peter will continue his career as a photographer in this dimension. _'Looking at this building reminds me when I first worked at the Daily Bugle. Hope it isn't run by a cranky mustached publisher.' _Peter joked.

"We're here. Good luck at the job." Weiss said, walking away to do her own business.

"Thanks. See ya later." Peter waves at her, who responds with a smile and a simple wave of her own as she watches him enter the building.

**BGM-Spider-Man 3 (Game) OST-Morbius Theme**

Weiss is now alone walking through the city, making her way to the construction site of the SDC Vale Facility. She passes by a normal Dust shop, completely unaware of what's about to happen inside. While the store owner was minding their own business, a puddle of water mysteriously forms out of a sewer hole and quietly moves around on the floor looking for something, which happens to be boxes of Dust in the backroom. The sentient puddle turns into a being of pure water, and in no time at all, steals all of the Dust and hides them inside their own body. Soon after, the store owner went to check on his supply of Dust, only to see they've been mysteriously stolen without any alarms triggering. They raised a confused eyebrow, not noticing a puddle of water sinking back into the sewer hole.

The strange puddle drops into the city's sewer system, where they are safe to form into their normal body. It's Hydro-Man, now wearing blue hi-tech armor created by Norman Osborn to enhance and properly control his new metahuman powers. "That was too easy. Where should I hit next?" He grinned at his own accomplishment. He looks out through a sewer grate when he heard someone walking over it. Curious, he goes closer to get a closer look and spots Weiss walking on the sidewalk. Seeing the heiress that he failed to kill days ago gave him a sinister smile, as he just has a scary idea he wants to pull off.

**BGM End**

* * *

**Meanwhile with Peter…**

**BGM-Spider-Man 3 (Game) OST-Daily Bugle #2**

The hidden vigilante rides up an elevator that takes him to the top floor of the building. When he arrived, he walks out to see dozens of VNN employees looking extremely busy and minding their own business, as the brunette walks around trying to find his new boss.

"Peter Parker?" A female voice got his attention, as he turns around to be greeted by a woman with lavender hair and wearing a professional black suit.

"Yes, that's me." Peter responded.

The woman smiles as she offers him a handshake, "Hello, Mr. Parker. I'm Lisa Lavender, your new supervisor. Professor Ozpin informed me you are capable getting photographs of Spider-Man?"

Peter nods, "Yeah. You could say I'm an expert taking pictures of the bizarre."

"That's nice to hear. It's been getting a little difficult taking pictures of Spider-Man. He's like the wind. Comes and goes without staying for an interview. I hope you have more luck than the rest of our photographers." Lavender said.

"I have my own method taking pictures. What's my first job?" Peter asked.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-The Mad Bomber #1**

Before she could give him his first assignment, the newscaster was suddenly called in by one of her co-workers, "Ms. Lavender? You might want to see this!"

Peter follows his supervisor in front of a large holo-screen to watch live coverage of the current action in the city. Needless to say, everyone was utterly shocked to see a large watery wave sliding on the streets of the city, wrecking everything in its path while endangering civilians. "A tidal wave in the city?! That shouldn't be possible!" Lavender remarked in shock.

'_Unless your name is Hydro-Man.' _Peter remarks with a serious expression, as he knows this threat is caused by the enhanced enforcer. He takes another look at the screen to see several civilians were caught in the tidal wave, one of them happens to be a particular bossy heiress he's grown to tolerate, _'Wait, is that…Weiss?! You have got to be kidding!'_

"Alright, Mr. Parker, I think I have an idea of your first-." As Lavender turns around to give her new employee his first assignment, she notices that he has mysteriously vanished without a trace, much to her confusion, "Where did he go?"

**BGM End**

* * *

**With Weiss…**

**BGM-Spider-Man Unlimited (Game) OST-Boss!**

Hydro-Man continues to plow through the city with his destructive tidal wave while keeping some civilians as hostages afloat. Weiss is one of those unlucky hostages while struggling to break free from the strong tidal wave, "Let…me…go!" She shouted.

"Not a chance, kid! This time, I'll make sure you get blown away!" Hydro-Man's maniacal face forms on his own tidal wave to taunt the heiress.

"You! You're that same White Fang goon who left me for dead with a bomb!" She angrily retorts to her kidnapper.

"That's right! And I'm back, stronger than ever, to finish the job! You Schnees are history!" Hydro-Man declared.

Weiss is in a tough spot. She's unable to reach for her weapon or find a use of her Semblance to help herself escape. Even if she did escape, there are other hostages that need help and she is unsure if she could save them all. Luckily for all of them, a certain webslinger has come to their rescue as he swings over to grab Weiss' hand.

"Sub-Mariner, eat your heart out!" Spider-Man jokes as he uses his super-strength to pull Weiss out of the tidal wave.

"Spider-Man?!" Weiss reacts in shock to be saved again by the webslinger.

"Why is it that whenever we meet you're always in some mortal danger?" Spidey quipped.

"Spider-Man?!" Hydro-Man snarls, firing numerous water blasts from his tidal wave at the webhead. Spidey carries Weiss while dodging the blasts, then throws her onto a quick web net. He then pulls out the other hostages and quickly throws them onto their own web nets.

"Get shocked, willie!" Spidey fires his electric webbing onto the tidal wave, electrocuting Hydro-Man and forcing him to reform into his enraged faunus form near the port while being carried by a watery vortex underneath his feet.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Boss**

"I'm gonna wash you until you're as wet as a bloody fish, Spider-Man!" Hydro-Man fires powerful streams of water from his hands to attack the webslinger.

"Thanks! It's pretty hot today!" Spidey quips as he flips off a car to avoid getting blasted. He swings away from more incoming attacks and zips towards Hydro-Man while encasing his fists in electric webbing to pummel him properly in the face. "What's with the armor? I don't think the White Fang are supposed to have this kind of tech!" He asks the metafaunus while fighting him.

"Wouldn't you like to know?" A grinning Hydro-Man blasts him to a wall, pinning him there inside a sphere created by his stretched aquatic fist to slowly drown him. "I can tell you don't stand a CHANCE against me now!" He taunted.

"Oh yeah?" A new fighter joins the battle, surprising Hydro-Man as his arm is instantly frozen and sliced, freeing the gasping Spider-Man from his aquatic prison.

"Who?" Spidey coughs, looking at Weiss who has come to his rescue with her weapon. "Weiss? What are you doing?" He asked, wondering why she's putting herself in mortal danger.

"Returning the favor. I'm a Schnee and a Huntress-in-training. Not a damsel-in-distress! Besides, I owe this guy." She fiercely points her sword at Hydro-Man, who looks pissed to see the Schnee about to fight him alongside Spider-Man.

Hydro-Man concentrates on his powers, causing the sewer holes around them to burst and unleash powerful geysers of water as a demonstration of the power he wields. He unleashes a barrage of water bullets at the two teens, forcing them to evasive maneuvers. "I got the electricity! You bring the ice!" Spidey orders his teammate to coordinate with him.

"Right!" Weiss responded.

The heiress uses the Ice Dust in her weapon and combines it with her glyphs to spread a large sheet of ice on the floor that trails to Hydro-Man while he's distracted with Spider-Man. The ice consumes him, freezing the criminal and leaves him open to a powerful electric punch from Spider-Man, reducing him to a puddle. Hydro-Man quickly reforms into a being of pure water, angrier than ever. He slams a powerful water vortex on Spider-Man and tries to swipe Weiss with the same move, but the heiress jumps over his attack in time using her glyph and imbues her sword with the electricity from her Lightning Dust, thrusting herself through Bench's body, electrocuting him violently while she lands on the other side next to Spider-Man.

"You okay?" Weiss asks the hero, as he stands up.

"Yeah, just wet." Spidey quipped.

Hydro-Man recovers from Weiss' annoying attack and faces the two teens to another round. Spidey uses his Cyro-Webs in conjunction with Weiss' ice attacks to freeze the villain momentarily, only for him to use the surrounding water to break himself free and mockingly laugh at their efforts. "You can't stop a force of nature! I'm too powerful for you! All the water in this city is MINE to control!" He taunted them.

"He's right. He could easily level the city if he wasn't being so cocky. Do we call for backup?" Weiss asks the webhead.

"No, we got this. Just gotta think, but it's so hot…" Spidey takes a quick look at the heating sun in the sky, which slowly gives him an idea as he recalls the advice Madame Web told him earlier, _'"Nature can be your greatest foe, or your greatest strength…" That's it!' _He said, getting an idea how to defeat Hydro-Man as he turns to Weiss, "I know what we should do, but first we need to cut him off from his water supply."

"How?" Weiss responds, until she was suddenly grabbed by the webslinger.

"Just follow my lead." Spidey carries the heiress as he swings past Hydro-Man's attacks and kicks through him, landing on a nearby roof and fires another electric webline at his foe to get his annoyed attention, "You want the girl, she's right here, unless you're one of those ancient water chicken Faunus who's too shy and afraid of being bullied by her?" He quips to enrage his watery nemesis.

"RRRAAAAAAAH!" The enraged Hydro-Man roars as he flies away from the port to chases them over the roofs.

"Is using me as bait part of your plan, 'cause I don't exactly like it!" Weiss shouts at Peter, while he's busy carrying her and zipping away from the rampaging supervillain.

"Shoot him with fireballs or something! Trust me!" Spidey told her.

Spider-Man continue leaping from roof to roof while doing everything in his power to escape pursuit from Hydro-Man. Weiss uses her glyphs to shoot fireballs at the villain, which seemingly didn't do much since he's made entirely of water. But slowly, she notices something is changing about him. He's starting to look tired from being far away from any water source. And the heat combined from her fireballs and the sun is causing his watery body to boil rapidly.

"Now I get it!" She remarks, realizing Spider-Man's plan is to tire him out.

After another minute of rooftop running, the two heroes stop on one to confront Hydro-Man, who is looking all tuckered out and sweating from the immense heat of the sun. "What's wrong, Bench? You don't look so hot." Spidey joked.

"You…stupid…" Bench tries to attack him, but the heat has drained him of his strength to do anything, leaving him completely vulnerable.

"Face it. Without any water powering you up, you're just as weak and pathetic as everyone else in the White Fang." Weiss coldly mocks the enforcer.

"Ouch. Harsh." Spidey remarked.

Hydro-Man snarls from the insult, having enough of the Schnees making fun and torturing Faunus like him and lunges at the heiress for a final kill. Weiss stood there in shock with no way of escape, until Spidey grabs her in time and have Hydro-Man, causing the watery enforcer to hit the floor instead, splattering himself into a puddle that evaporates into smoke thanks to the sun.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2**

"Is…is he?" Weiss remarks, hesitant to ask if he's still alive or not.

"Not necessarily." Spidey respond while kneeling next to Bench's evaporated puddle. "H2O is _infamous_ among solvents for its self-cohesiveness." He explains, saying it's possible Hydro-Man is still alive.

Weiss scoffs with a smile, "Now you sound like my teammate, Peter Parker. He's a bit of a science geek."

"Hey, don't insult me." Spider-Man quips, since she doesn't know that he is Peter Parker while looking at the bright, peaceful sky now that Hydro-Man was defeated.

**BGM End**

* * *

**Later at Team RWBYP's Dorm**

**BGM-Sonic Rush OST-Theme of Comical Event**

"AMAZING!" gasped Ruby and Yang, as the adorable sisters have excited stars in their eyes while marveling at the online news article of Spider-Man's battle against Hydro-Man, which uses pictures taken by Peter. Blake minds her own business reading her book while the sisters continue ogling at his amazing pictures.

"How did you get these awesome pictures of Spider-Man, Peter?!" Ruby asks him excitedly.

"I have my ways." Peter smirked.

"You GOTTA give us exclusive first looks of your photos next time! These angles are _so _good!" Yang said, highly impressed by his photos.

"Gee, I wonder why?" Blake stoically says from her bed with a small smile, as she definitely knows how he got those amazing pictures.

Weiss seems to be the only one less than thrilled by these photos as she has some harsh words for the photographer, "If you were so close to the action, where were YOU when I almost drowned in a living body of water?!" She angrily glares at him.

"Oh, uh, um, I was making sure no one else got caught in the crossfire. And I didn't want to interrupt your one-on-one dream team-up with Spidey." Peter responded nervously, while sweating profusely.

Weiss continues glaring at Peter, even getting up close and personal to his face as she gets the feeling he's hiding something but is unsure what it is. She reluctantly relents and says, "Whatever. Just as long you and everyone else didn't get hurt."

"Awww. You are starting to like me." Peter jokes, which earned him a painful elbow to his chest.

"Don't make me regret getting you get a new bed to sleep on." Weiss glared. "By the way, were you able to take any pictures of me and Spidey working together?" She calmly asks him.

"You mean when he was carrying you around like a princess and you were yelling a lot?" Peter quipped.

"Parker!" An embarrassed Weiss angrily starts pummeling her fists on him, while the hidden hero cowers to a wall for protection.

"Weiss, wait, stop! I'm joking! I'm joking! Stop killing me! Chill! Chill!" Peter shouts, but it'd appear she didn't hear him correctly or she's ignoring him.

"I'm glad those two are getting along." Yang jokes, while sharing a smile with her sister at the progress of those two friends.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: The next several chapters will be very "episodic". Just want to point that out. It's possible Hydro-Man is still alive. We'll see.**

**Red: Spider-Man will be nerfed compared to the original story and have more "balanced" enhancements to his powers. Goblin is aiming to become the god of the multiverse, so expect him to stay super OP. **

**Next time: Training with the Parker Weapons!**

**Question of the Chapter: What weapons/gadgets would you like for Peter Parker to have? Not as Spider-Man, but as Peter Parker. Make it simple and clean.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	14. Vol 1 Issue 13: Testing Time

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Got a job as a photographer at the VNN to take pictures of Spider-Man and all the other weird stuff in this city. Like that new villain, Hydro-Man, that I just fought as he tried to steal Dust and destroy the city. With a little help from Weiss, we managed to tucker him out and cause him to evaporate, but if he's like the villains from my world, he won't be gone for long. At the very least, I'm slowly feeling right at home.**

**BGM End**

* * *

_Vol 1 Issue 13: Testing Time_

**City of Vale**

**BGM-Marvel's Spider-Man (PS4) OST-Straw, Meet Camel Mission Music Theme 3**

"You can't lose me, Slowwick!" Spider-Man insults Torchwick, chasing the criminal escaping in a Bullhead after stealing Dust this weekend morning.

"_Torch_wick!" Roman shouted, angrily correcting him through the jet's microphone. "You know my name is Roman Torchwick! You do that on purpose!" He snarled in annoyance.

"Do what, Slowwick?!" Spider-Man quipped with a sarcastic grin.

Civilians watch the intense chase from the sidewalks, watching Spidey performing some amazing parkour skills on the side of buildings before jumping off to zip closer to the Bullhead. His Spider-Sense tingles as he sees the hatch open revealing a White Fang goon holding a rocket launcher in his hand. "Oooh, a rocket launcher! I always wanted one of those!" Spidey jokes, as a rocket is fired at him, but he easily swings over it. The goon fires more rockets at the webslinger but some miss and destroy sections of the city. To wrap this up before people could get hurt, Spidey grabs several of them with his webbing, "Hey buddy, I think you lost these!" he quips while throwing them at the Bullhead, causing an explosion that damages the engines.

"What was that?!" Torchwick asked urgently from the cockpit, turning around to see his minion covered in soot from the explosion. "What are you doing here? Where's the bug?!" He asked.

Without speaking a word, the frighten goon points him to the window of the cockpit, where Torchwick is shocked to see Spider-Man casually clinging on it from outside.

"Hi. Is this the flight to Newark?" Spidey joked.

Torchwick quickly retaliates with his cane, firing a bullet through the window to attack Spider-Man but missed. Spidey smashes himself through the window, shattering it as he lands inside the cockpit and webs most of Torchwick's goons, "Flight's cancelled." He joked.

Angrier than ever because of his interference, Torchwick fires at Spider-Man, who easily evades his shots with his reflexes but accidently got him to damage the controls, disabling the ship.

"The controls! We're gonna crash!" The criminal pilot retorted, scared for his life.

Spidey looks at Roman, who just simply shrugs and smirk as he couldn't care they're about to crash. "You need to work on your aim next time, Conan!" He quipped.

"It's ROMAN!" Torchwick angrily corrects him again. Too bad Spidey was already at the top of the out-of-control Bullhead to hear him say that.

Spidey chooses to ignore him as he needs to hurry and stop the Bullhead from crashing into the city. He jumps back outside and swings on top of the out-of-control ship, "Need a plan...Need a plan _real_ fast…" Spidey hurries himself to think of a plan before innocent people could get crush. He immediately spots two big buildings beside him, giving him the idea to fire several weblines onto them and attach them onto the falling Bullhead. "I GUESS THIS IS THE PLANNNNNNN!" Spidey grunted, using his incredible spider-strength to tug tightly on the webbing and pull the jet over the streets, barely scrapping the ground and preventing the scared citizens from being smacked. One of the jet engines broke apart from the narrow fall and tumbles across the streets over cars. "Come on, Pete. You got this. Yougotthis-yougotthis-yougotthis-" He repeatedly said to gather enough confidence to web away the engine before people got hurt, webbing the thing onto a nearby building.

The damaged Bullhead suddenly vaults high into the sky while still attached by the thick webbing, as Spidey jumps above over it as it's about to land on the busy street below. "Please don't screw this up…" He mutters, quickly unloading a barrage of web shots to catch the falling jet onto a large web-net, landing on top of the vehicle with his iconic pose that got the crowd praising him for saving their lives.

**BGM END**

"SPIDER-MAN!"

"THAT WAS TOTALLY AWESOME!"

Peter investigates inside the jet to check if everyone is okay. He found several White Fang goons either webbed or knocked unconscious from the near-crash, but no sign of Torchwick anywhere. "Ah, I knew he would disappear like that." Spidey snarls, angry that he got away while he was stopping the falling jet. "Aw well. I'll try to catch him next time. I'll leave his goons to be taken to Jail R' Us. I hear I get a discount for every baddy I leave for the police. Though it's a _little _unusual for Torchwick to be working with the White Fang. Don't they hate humans? Whatever. I need to head back to Beacon and finish my new weapons." Spidey said to himself before swinging away from the crime scene, leaving the thugs for the police to arrest, when they find a ladder.

* * *

**Later at Beacon Academy…**

"Woooow! Look at these new pictures Peter sent us! Aren't they great?" Ruby asks, fangirling over the new pictures of Spider-Man stopping the Bullhead sent to her Scroll, while the girls of Team RWBYP hang out around the school. "Spider-Man is _so _amazing! He was able to stop a Bullhead from crashing onto the city!" She said excitedly.

"Wish we were there! It must've been a BLAST to watch! Maybe Peter should invite us next time he's taking pictures." Yang suggests with a smile, while walking around with her arms hold the back of her head.

"I don't think that's a good idea. We don't want to interrupt him while he's working." Blake calmly objects, playing her part to hide Peter's secret as Spider-Man from their friends.

"It's okay. I'm sure he wouldn't mind. Where are we going, anyway?" Yang asked.

"To Peter's lab. He wants to show us the new weapons he's been working on." Weiss answered.

"Can't wait to see what awesome new weapons he built!" Ruby remarks excitedly, having a hard time to contain her excitement.

**BGM-Marvel's Spider-Man (PS4) OST-Octavius Industries Puzzle Music Theme 3**

The girls approach the door to Peter's lab, with Weiss being the one to knock on it. "Peter! It's us! Can you open the door?" She politely asked.

The knob turns as the door opens for the girls to be greeted by Peter. But for a second they barely recognized him, because he is wearing new sunglasses. "Hey girls. Glad you're here." Peter greets them with a smile, oblivious to their slight confusion to him wearing glasses.

"Uh, what are you wearing?" Weiss asks him about the glasses.

"Oh this? My latest invention." Peter answers, touching them.

"Sunglasses? Not exactly revolutionary." Yang jokes as the girls enter his lab.

"That's the idea. They're not _supposed _to look revolutionary because it's disguising a portable, nanotech supercomputer with augmented reality interface and internal speakers." Peter started explaining the capabilities of his nanotech sunglasses.

"Huh?" Ruby remarks, just as stunned as the rest of her teammates since they weren't expecting such an invention.

Peter continues, "It has a built-in A.I. that gives me a thorough analysis of my surroundings and can provide tactical feedback to whip up countermeasures when I'm in battle. They can gauge your Aura and are advanced enough to hack into almost _any _machine. It can also project holograms and can act as a communicator. How cool am I?" He cockily asks while using his glasses to project a touchable hologram of the planet, much to the girls' amazement.

"We had no idea you were THIS smart…" Blake remarks, while Yang whistles after being impressed.

"Can they shoot laser beams?" Ruby childishly asks the scientist, who chuckles in response.

"No, but my new weapons could." Peter walks over to his desk to pick up a pair of normal bracelets and wears them on his wrists. By simply pressing a button on the bracelets, they transform into highly-advanced, sleek-looking, black gauntlets that have glowing blue lines across them when activated, much to the girls' amazement. "They're my Repulsor Gauntlets. Don't exactly have a cool name for them like your weapons. Capable of firing high density muon beams at incredible speeds among other neat features. And these…" The young genius then grabs a pair of boots, with the same color scheme as his gauntlets, from a shelf and switches them with his normal shoes to wear, "Are my new Hoverboots, allowing me to move around at high speed and hover in the air so Blake wouldn't constantly save me." He joked, recalling himself nearly falling to his death during initiation if Blake didn't save him.

"I'm assuming your Hoverboots are powered by Gravity Dust?" Weiss questioned.

"Nope." Peter answers.

"No?"

"No. All of my new tech are powered by another new invention I created called the Repulsor Tech Node." Peter replied.

"What's that?" Ruby asked.

"It's this thing." Peter picks up a small energy device that he's been working on that looks like it can fit in a person's chest. "This is the main reactor while my gauntlets and boots are powered by multiple, smaller R.T. Nodes. I used to work with another genius who created a similar device called the Arc Reactor that can power a suit of armor that shoots repulsors. He approved the idea of me to create a new fusion power which is derived from his repulsors just as powerful as his own reactor with my own ideas. The R.T. Nodes can be used as a source of _clean _energy, as well as a powerful bomb, which is why he doesn't want anyone else to be using this technology. If I'm correct, the energy output could possibly power an _entire _city for a whole year." He stated.

The girls gasp in utter shock from hearing the incredible potential of the R.T. Node and the impact it could have on the world if people learned about this. "I-I-I CAN'T believe what I'm hearing. In just a few days here at Beacon, you just developed technology that _years_ ahead of anything else on the planet! A power source that makes Dust look obsolete!" Weiss remarked through her shock.

"Let's not get ahead of ourselves. This is still a prototype. I haven't perfected or run some tests on it yet." Peter said modestly.

"Then let's do some right now!" Ruby remarks with an exciting idea in her mind. "We're not doing anything else today. Let's help you test your new weapons."

"Okay. What do you have in mind?" Peter asked, wondering how Ruby plans to test out his new tech.

**BGM End**

* * *

**At Emerald Forest**

**BGM-Sonic Rush Adventure OST-** **Plant Kingdom (Act 1&2 Mix)**

Team RWBYP meet in the forest as the perfect place to test Peter's new gadgets. First, they're going to test his Hoverboots in a one-on-one race against Ruby across a decently long track through the forest. "Why can't I join the race? I can get my bike and-." Yang whines until Weiss interrupts her.

"This isn't a game. We're testing Peter's new tech and collect data. Your turn will come soon." Weiss reminds her. The heiress turns to Peter and Ruby, both who are getting ready to race each other, "The rules of this test is simple. Make it to the end of this track and cross the finish line where Blake is standing. She'll be timing you." She says while pointing to the hidden Faunus standing across from them while using one of her ribbons as the finish line.

"Alright. Let's get started." Peter says, touching his nanotech glasses and have them transform into goggles, activating his hoverboots as he slightly levitates off the ground.

"And…GO!" Weiss swings her arm down as the signal to start the race.

The racers accelerate at their maximum through the track to do everything they can to beat the other. Ruby uses her Semblance to burst into petals and fly forward at inhuman speeds, gaining a slight edge over Peter. The hidden hero puts his new Hoverboots to their paces and propels himself even further at great speeds. "Eat my dust, petals!" He taunts his opponent while gaining the lead. Ruby decides to be a little tricky and jumps towards a tree, bounces herself into a zigzag motion off the trees to gain extra speed. Peter had a similar idea in mind as he accelerates off a rock platform to use as a ramp, jumping stylishly into the air and land on a thick vine to grind on. The racers are closing in to the finish line as Peter bounces off trees at rapid speed and uses that amazing spider-agility of his to spin over Ruby and uses his momentum to gain the extra speed needed to overtake her and cross the finish line.

"Ha ha! First place!" Peter smiled, reveling in his victory.

"A minute and 16 seconds. Not bad." Blake remarks, using her Scroll as a stopwatch to calculate his time.

"That was amazing, Peter. Those boots were pretty fast." Ruby smiled in joyful amazement from the speed of his hoverboots.

"Thanks. So what's next on the agenda?" Peter asks Weiss, as she and Yang caught up with the others.

**BGM End**

* * *

**Beacon Academy Training Room**

**BGM-Marvel vs. Capcom Infinite OST-Battle Theme #1**

"Next is combat training." Weiss confirms, as the team meet up at the amphitheater to continue their training exercise. Weiss will be the one testing against Peter this time on stage while their teammates watch them from the sidelines.

"Let's test how good are your long-range capabilities." Weiss says while equipped with her sword.

"Ready when you are." Peter says, taking a fighting stance against his training partner.

Weiss fires a quick ice shard at him, who quickly dodges into the air with his hoverboots and counters with a quick repulsor blast that was too fast for the heiress to dodge as she took a direct hit and was knocked back. "Those _are_ fast." Weiss comments as she gets back up to use a glyph to fire a quick barrage of laser blasts at her opponent. Peter hovers in midair and uses his gauntlets to generate a force field to block and absorb her attacks, much to her shock, "A force field?"

"Impress yet?" Peter quips, deactivating the force field to fire his own barrage of energy blasts. Weiss runs and dodges his attacks to the best of her ability, using a glyph to jump over them and counter with several ice shards. Peter charges his right gauntlet with energy and unleashes a powerful beam that disintegrates her shard and blast Weiss off the air, defeating her.

"Ouch, that stings." Weiss complains as she stands up with minor injuries.

Peter lands back on stage as its Blake's turn to train him. "You said those gauntlets can create an energy blade?" She asks him as she walks onto stage.

The hidden vigilante has his gauntlets form two blades created from pure repulsor energy and wields them for each hand. "Two, actually." He quipped.

"Showoff." She remarks with a small smirk.

The shadow warrior dashes at a great speed towards Peter to lock her sword against his own. They clash briefly as sparks fly from their blades, but it's obvious Peter is at a disadvantage because of his lack of sword training. "I should tell you right now I'm not a very good swordsman." He quips while blocking her strikes.

"Why else are we training?" Blake remarks as she fiercely breaks his guard.

Peter uses his hoverboots to evade her assault with a quick aerial backflip, and as he lands he quickly dashes forward with a double strike from his blades to fiercely lock against her's. "Look at me. I'm a Jedi." He joked.

"A what?" A confused Blake raises an eyebrow.

"Nevermind. I doubt _any _of you would get that reference." The outworldly hero quips.

Blake manages to knock her opponent away from their fierce lock and disarm him of his blades. She tries to follow-up with another strike, but Peter is starting to adapt to her fighting style and quickly spins in place while reforming his energy blades, deflecting her back as he fires off a crescent energy wave slashed from his blades at her, but Blake blocks the attack in the nick of time.

"You're adapting." Blake smirks, impress with his progress as a swordsman.

"I'm a quick learner." Peter quips with a grin.

Blake walks off the stage as Yang jumps up to eager lead the final lesson. "Finally, it's my turn! Let's test how well your gauntlets stack up to mine." She said with an eager grin for battle.

"It's like comparing a pot of gold to your frying pan of rotten eggs." Peter jokes.

"Oho, you're in for it now." Yang quips with a smirk, as she fiercely leaps through the air to land a powerful punch towards him.

"No need to be so hotheaded." Peter quips, forming a holographic energy shield to block her punch, then immediately deflect her to the side. He dashes towards her with a swift assault of punches and kicks that quickly put her on the defense, "You're not very good against kickers. We should work on that." He remarks.

"Gladly." Yang smirks, as she manages to deflect one of his kicks and punch him back, but Peter was able to block the attack in time while sliding backwards. Now it's Yang's turn to go on the offense as she charges at her teammate with a fierce barrage of punches that he's able to calmly clash against with his own punches. "Are you holding back because I'm a girl?" She jokingly remarks.

"Just wanted to give you your moment in the sun." Peter quips, swiftly dodging her punch as if he vanished, leaving a shocked Yang vulnerable to a punch charged with repulsor energy on her blindspot, knocking her and causing her to skip on the stage a few times before recovering her balance on the ground as she crouches.

**BGM End**

"Is this how you treat every lady?" Yang jokes.

"I usually treat them to dinner, or my home cooking." Peter remarked.

"You can cook?"

"My chicken curry knows no equal."

"And if you two are done flirting with each other, I think that concludes are training exercise." Weiss remarks from the sidelines, as the rest of the team walk onto the stage to conclude the test on Peter's new tech.

"Got the data to complete your weapons?" Ruby asks her mentor.

"Got enough. Everything is working pretty smooth. Think I can beat all four of you without even trying with my new tech." Peter said out loud.

"Oh _really_?" Weiss remarks, as all the girls stare at him with sly smirks on their faces, wanting to test that little theory of his.

"No, no, no! We are not doing that! I was just thinking out loud!" Peter frantically retorted, flailing his hands around to stop them from going through with that painful idea.

"Seriously Peter, your technology is really amazing, it's almost scary. I don't think I've _ever _met someone as smart as you, and I was raised in Atlas where all the big brains work at the Schnee Dust Company or the Atlesian Military." Weiss said, stating he might be smarter than every genius at Atlas. "You might be smart enough to start your own company." She suggested.

"Heh. I don't think so." Peter scoffs at the idea of running his own company.

"Why not? Your technology could _change _the world. Think of all the good you could do with it." Blake remarked.

"I'm not confident enough to lead an entire mega-corporation. This is _dangerous _technology I'm working on. Much more valuable than any Dust on the planet. The kind nutjobs would do _everything _in their power to steal for their own misdeeds. I'm _more_ than comfortable being a standard employee." Peter said honestly, preferring to be a normal scientist instead of a position as a CEO balancing their double-life as a secret superhero.

"I'll remember that when I inherit my family's company one day." Weiss responds with a smile, thinking of hiring him to the company.

Yang wraps her arm around Peter's shoulders and smiles as she says, "Let's go celebrate for you being the smartest guy on the planet. Weiss' treat."

"What?! Oh, fine. Whatever." Weiss retorts, but reluctantly relents since she was impressed by Peter's genius and decided to make an exception, as the team goes out to town to celebrate his revolutionary tech that is definitely out of this world.

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: The R.T. Node is what the Arc Reactor is called in the main Marvel Comics, while the Arc Reactor is something from the MCU. They're basically the same thing under different names. A little trivia for those who don't know. Peter's nanotech glasses were inspired by the glasses from "Spider-Man: Far From Home". Expect some more FFH references in this story.**

**Next time: Hidden potential unlocked! Introduction of the X-Aura!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	15. Vol 1 Issue 14: The X-Aura

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Finally completed my repulsor gauntlets and hoverboots to be used at Beacon, but first they needed to be tested. The girls in my team offered to help train me how to use them to their fullest potential. Remnant's never seen tech like this. It pays to be Tony Stark's protégé. I think I get paid. I'll have to ask him if I ever get out of this dimension.**

**BGM End**

* * *

_Vol 1 Issue 14: The X-Aura_

**City of Vale**

**BGM-Spider-Man Unlimited (Game) OST-Gameplay A**

"I'm gonna be in _real _trouble here," sighs Spider-Man, as the amazing arachnid quickly swings through the peaceful city after foiling more Dust robberies caused by the White Fang early afternoon. But none of that compares to the bigger threat he's rushing towards with all his might. "Not sure my spider-powers can save me this time." He said with a serious tone. He performs some hardcore running on the side of a building, chasing an airship to attach his webline onto as it flies him closer to the east edge of the city where Beacon is located. He jumps off the jet and dives towards the school as he activates his Web-Wings, gliding him to a random rooftop on-campus.

But just as Peter landed, a holo-app projects from his Webware with the sound of a school bell ringing, which means this entire time he was racing to class before it ended, which it just did, much to his displeasure. "Y'know, just _once_ I would like _not _to be late for class." He said, sounding a little annoyed.

**BGM End**

* * *

**Beacon Academy**

Wearing his school uniform and nanotech glasses, Peter rushes to the amphitheater where combat class was being taught today by Professor Goodwitch. But as he feared, class was already over as the students were leaving just as he arrived. He spots Goodwitch on the stage looking at her tablet and runs to talk to her.

"Professor Goodwitch!" Peter shouts, getting her attention as he stands beside her.

"Mr. Parker." She started, giving him a stern glare for being late to class. "This is the third time this week you were late to combat classes. If you keep this up, how are you supposed to graduate?" She asks him while crossing her arms in annoyance of his repeated tardiness.

"Sorry. I had another 'bug' problem that was pretty important." Peter said shamelessly, reminding her of his duties as Spider-Man.

"Your studies are more important. Leave your 'bug' problems to the professionals. I suggest you get your priorities straight or you'll face the consequences. Do you hear me?" Glynda glares at him, warning him not to be late to class again.

"Yes ma'am." He frowns, feeling dejected that his heroics are affecting his social life in this dimension just like back home.

**BGM-Sonic Adventure 2 OST-The Base**

Glynda leaves the amphitheater just before Peter could do the same. But before the outworldly student left the premise, someone called out to him from nearby, "Peter!"

Peter turns around to see his redheaded classmate, Pyrrha, approaching him with a smile to cheer him up. "Hey Pyrrha. What are you still doing here?" He asked.

"Just wanted to talk. We hardly seen each other since initiation." Pyrrha replied.

"Sorry. Been really busy lately." Peter apologizes while rubbing his head, not telling her about his activities as Spider-Man.

The redhead smiles, "That's okay. Sounded like Professor Goodwitch has been beating you up a lot. If you aren't late tomorrow, maybe you can make it up to her by joining me in a sparring match."

"You want _me _to fight _you_? I dunno. Why choose me and not someone else? I'm not that special. You're a tournament champion and I'm just a plain ol' nerd." Peter replied, wondering why she chose him as her opponent tomorrow.

"You're one of the smartest students on campus who has built highly advanced weapons that doesn't rely on Dust. I saw you go toe-to-toe with two giant Grimm during initiation. You also threw a large tree at a Death Stalker. You must have a strong Aura to perform that feat." Pyrrha grinned.

"I didn't have an Aura during initiation." Peter responded, which received a curious look from her.

"Yours wasn't activated? So how did you had the strength to lift a tree that size?" She asked curiously, clueless about his amazing spider-strength.

"Uh, maybe it was one of those lightweight trees that just looked very heavy." Peter lied nervously, hoping she'd buy it.

"Maybe." Pyrrha casually believes his lie, much to his internal relief as she ponders. "Still, for someone as skilled as you that doesn't have their Aura unlocked is rather surprising."

"Maybe because I don't have an Aura." Peter remarks.

"Every living being that has a soul can generate an Aura if they trained hard enough and possess the willpower. Only the Creatures of Grimm are unable to generate an Aura because they _lack_ a soul. As long as you understand the light and darkness of your heart, you can manifest your own Aura. I can unlock yours right now if you want me to." Pyrrha said, explaining to him the concept of Aura.

"You can do that?" Peter responded.

"I did it with Jaune. I can do the same for you." Pyrrha smiled.

"Sure, fire away." Peter shrugs, accepting her offer to unlock his Aura. Pyrrha walks closer to him and touches the side of his head. "This feels uncomfortable." He joked.

**BGM-Marvel Ultimate Alliance 3 OST-Signs of Life**

"Now, close your eyes and concentrate." She kindly tells him to comply.

Pyrrha closes her own eyes, opening them as her skin glows and her irises shrink before shutting them again. The two stand there, now with her glowing a faint red and Peter a bright scarlet. _'For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all, infinite in distance and unbound by death.' _She mentally speaks as she places a hand on his chest, _'I release your soul, and by my shoulder protect thee.' _

She stops glowing red and falls on her knees in tiredness. "Pyrrha! You alright?" Peter crouches down in concern, offering his glowing scarlet hand to help her on her feet.

"I'm fine. I used my Aura to unlock yours, but the energy that protects you now is your own. It's weird, though. I…I never _felt _an Aura like yours before." Pyrrha said, stating something is very unique about Peter's Aura.

"What do you mean?" He asks as his body stops glowing.

"It's _fiercely _calm and abnormally abundant. I thought Jaune's energy was huge, but yours is near _endless_. It's all tied to your strong force of will. I've never felt a will so _pure_ and _indomitable_ it's almost scary." Pyrrha states that his Aura is so powerful because of his immense willpower.

"Huh." Peter remarks, internally stunned by his own force of will.

"Not just that. Your Aura felt 'radioactive' to some degree, but that doesn't make sense." She remarks with a confused, pondering expression on her face.

Peter nervously chuckles since she doesn't know he was bitten by a radioactive spider, "Hah. Must be related that nuclear taco I ate last night."

"Still, there was something else I felt from your Aura. It felt…supernatural? I don't really know how else to put it. One thing's for sure, you have a _very _special Aura." Pyrrha stated.

"I'm not sure about that." Peter said.

"How about you go talk to Professor Ozpin? Perhaps he might know what's different about your Aura." She recommended.

"I'll do that. Thanks." Peter waves goodbye to his classmate as he goes to meet with Ozpin at his office.

**BGM End**

* * *

**At Ozpin's Office**

**BGM-Sonic Unleashed OST-Gaia Gate**

"His analysis is right. His Aura is completely different from others. I've never seen energy readings like this." A shocked Glynda remarks in the headmaster's officer, holding a holographic screen projected by Peter's glasses calculating his weird new Aura.

Ozpin is also studying a holo-screen of his Aura with his own eyes, trying to make sense of it as best as he could, before looking over his desk to see Peter standing across from it. "What do you make of this, Peter?" He asks him.

"My Aura has to be different because I'm a metahuman. I already have powers because of the radioactive spider that bit me and rewritten my entire DNA." Peter speculated.

"Aura is the manifestation of our soul. It has nothing to do with genetics." Glynda shot down that theory. "Perhaps it's because you are from another world where the concept of Aura is entirely different from our own." She speculates.

"Probably. But Pyrrha said my Aura felt 'radioactive', and that's _because _I was bitten by a radioactive spider. She also said it felt 'supernatural'…" Peter replied, but this clicked something in his head as he takes a moment to ponder his new thoughts, "Wait…Could it be because…"

"Hmm?" Ozpin looks at the boy curiously, wondering what he is thinking at the moment.

Peter projects his holo-screens surrounding him in a circle, each one depicting detailed information about his body and his Aura. He analyzes the information a little deeper, scanning his Aura closer until he learned something new that intrigued him, "Think that might be it…"

"Excuse me? Did you uncover something?" A confused Glynda asks her student.

"ISO-8." He answered. "I'm scanning traces of it _imbued_ into my Aura."

"The cosmic substance from your world? How?" Glynda asked.

"The explosion that sent me here was caused by unstable ISO-8, and I was _dead-center _in the blast. I survived, but was exposed to its energy. It's being used as an 'x-factor' between my natural Aura and _another _energy source. It's _crossing_ my Aura with my radioactive spider-powers." Peter theorized.

"A 'Cross-Aura'." Ozpin named his unique Aura. "The melding of concepts from foreign worlds working in complete harmony. Your Aura, your spider-powers, the ISO-8. You were exposed to that high-concentrated explosion, and only survived because of your unbreakable will. Anyone else would've been killed. Fascinating…You are one lucky individual." He explained.

Peter looks at his hands and could faintly feel his new power coursing through his body and soul, "A Cross-Aura…An X-Aura…I wonder what it could do?" He clenches his hands into fists while trying to activate his new X-Aura but with little success.

"You said Ms. Nikos wanted you to join her in a sparring match tomorrow. We could test the capabilities of your new Aura then, if you do not show up late." Glynda warns him while glaring at the outworldly hero.

"I'll be there. I promise. I want to test the limits of this X-Aura." Peter replied, promising to participate in the sparring match tomorrow.

**BGM End**

* * *

**The Next Day…**

**BGM-Ultimate Marvel vs. Capcom 3 OST-Character Select**

It's quite the spectacle inside the amphitheater. Every student in Beacon has come to watch Peter and Pyrrha duke it out in an awesome one-on-one showdown. Professor Ozpin is there with Glynda on stage, interested to learn the power of an X-Aura. The girls of Team RWBYP have the privilege of seating in the front row next to Jaune, Nora, and Ren so they could watch their friends have a good fight.

"You excited, Ruby?" Jaune asks her.

"Yeah! I heard Peter unlocked some cool new Aura! Can't wait to see what it could do!" She replied excitedly.

"I bet good Lien it won't do any good against Pyrrha. She's the best there is in Beacon!" Nora smirkingly taunts Team RWBY.

"You're _so _on! Peter won't lose to her! He's got the strength and the smarts!" Yang smirks back, betting for Peter's victory.

"Look! They're walking on stage!" Ruby excitedly points to Peter and Pyrrha walking onto the stage.

Peter has his gauntlets and hoverboots equipped but decides not wear his nanotech goggles just yet and leaves them plastered on his forehead. As he faces Pyrrha, he also takes a quick glance of the massive audience that are here to watch them fight. _'So many people. Good thing I've learned to see them in their underwater to counter stage fright. This is just a simple sparring match. Why are so many people here?' _He jokes mentally.

"Ready to test your X-Aura, Mr. Parker?" Glynda asks her student.

"X-Aura?" Pyrrha questioned.

"Apparently I'm one of the very rare people who has a 'Cross-Aura'. Not _entirely _sure what it is just yet." Peter said sheepishly, not revealing the whole truth.

"And you said you weren't special." Pyrrha smiled.

"GO PETER!" Ruby cheers for her friend.

"FINISH HER IN ONE HIT!" Yang shouted cheerfully.

"Yang, stop." Blake said calmly.

"PYRRHA! BLOW HIM OUTTA THE ACADEMY!" Nora cheered for her teammate.

"Nora, please." Ren sighed.

**BGM End**

"Before we begin. Mr. Parker, do you know how to activate your Aura?" Glynda asks him.

"Think so." Peter answered.

"Show me." She requested, interested in his new power.

Peter confronts Pyrrha with a stare as they get ready to fight. Pyrrha swiftly equips herself with Milo and Akouo, her sword and shield respectively. Seeing her ready prompts Peter to do the same. _'Here goes.' _He closes his eyes to concentrate, trying to activate his X-Aura. With his heart and mind calm, his body is slowly enveloped in a calm scarlet Aura consisting of a simmering, fire-like energy rising upwards from his toe to head. The audience goes quiet as they are invested in a never-before seen Aura like his and wonder what it could do. Suddenly, a faint "X" symbol glows out of his body as Peter opens his eyes, which has instantly turn stern scarlet similar to Yang.

Pyrrha gasps in shock from seeing his activated X-Aura, "His eyes changed…"

From the audience seats, the other members of RWBYP and JNPR were just as shocked from witnessing his X-Aura. "Whooooa…" Ruby said in awe.

Peter takes a moment looking around his body, now surrounded by the energy of his new Aura, "This feels weird…Oh well." He quips before taking a fighting stance against Pyrrha, who quickly complies with her own stance.

**BGM-Spider-Man: Web of Shadows OST-Tutorial Mission**

"BEGIN!" Goodwitch shouts, raising her hand to the air as a signal to start the match.

Pyrrha wanted to be the one to swing the first attack but was unable to, because the split-second the match started, Peter suddenly blitz behind her before she could move a single muscle. "That was FAST! I didn't even see you!" She remarks in surprise of his incredibly enhanced speed thanks to his X-Aura.

"That was supposed to be a simple dash." Peter said honestly, in shock of his new speed as well.

Initially stun by his blinding speed, Pyrrha takes this opportunity to swing her blade while he's right behind her. Peter saw her strike coming as if time was slowing down because of his enhanced senses. He perfectly dodges her slash and counters with a ferociously fast spin-kick that she barely blocked with her shield but still packed a lot of force to almost knock her off the stage. The Aura-empowered Peter rushes at her, breaking her brief guard and combo with a flurry of powerful punches before rapidly appearing behind her, unleashing a lightning-fast dive kick that knocks her across the stage.

"Your strength has also multiplied. You already took out a good chunk of my Aura. Let's test how well you can conduit yours through your gauntlets." Pyrrha remarks on his increased strength as well.

"Like this?" Peter asks while reeling back his right gauntlet, charging up a blue repulsor beam. Using his X-Aura, he increases the power of his repulsor, changing the color from a calm blue to a fierce red. He fires the red repulsor at Pyrrha, who dodges it while the blast destroyed part of the stage. Peter fire more enhance repulsors at Pyrrha as she keeps dodging or reflecting them. He then spin-jumps into the air above her while charging his fist with energy, and dives down with a powerful punch to the ground that detonates a wave of destructive repulsor energy that knocks her away, but she was safely able to land.

"Looks like you're getting the hang of this." Pyrrha dashes at him with a rapid sword assault that he's able to dodge comfortably because of his reflexes.

"I think so. My Aura is allowing me to see you and the entire audience through their Auras with my eyes alone. I can sense your emotions. The strength of your Aura. Improve my reflexes. It all feels so weird to me." Peter lists the other passive abilities of his X-Aura, while backflipping into the air to avoid her fierce assault.

"Are any of those your Semblance?" She asks, while swiftly switch her sword to a rifle to rapidly shoot at him with.

"No. They're more like passive abilities." Peter swiftly dodges her bullets without even using his Spider-Sense. Since her rifle is ineffective against him, Pyrrha throws her shield instead. The aerial Peter easily deflects it back onto the ground and flies down to deliver an Aura-powered axe kick right on top of her, but Pyrrha used some mysterious ability to sneakily re-grab her shield back into her hand as if she has telekinesis and perfectly blocks the kick, which unleashed a shockwave with the collision. Pyrrha deflects Peter away, but he quickly bounced off the ground to deliver a flying punch towards her, but Pyrrha again uses her mysterious Semblance to subtly move his fist away from her to prevent him from landing a hit, shocking Peter as he receives a powerful strike from her sword that knocks him onto the floor.

'_How did I miss? She was right there in front of me.' _Peter stares at his mysterious opponent with his red eyes, using them to see her invisible Aura while trying to deduce what she just did. _'Some of her Aura just drained. I think it must've been her Semblance. Telekinesis or magnetism perhaps? Regardless, best way to fight her now is with a blinding assault she can't follow.' _

The hidden webhead initiates his plan as he vanishes from plain sight because of his sensational speed. Pyrrha readies herself calm and steady, moving only her eyes trying to predict where he'll end up. She hears the sound of repulsors being charged right above her, instantly looking up to see Peter hovering and unleashing his beams down upon her. The second she blocked the beams was Peter's chance to lay the hurt, suddenly appearing at her blindspot and assaulting her with a blinding blur of attacks, knocking her into the air with a furious spinning uppercut. He quickly catches up to her with his hoverboots and blasts her back to the ground with his repulsors, but not before Pyrrha was able to block with her shield.

Just as she landed on the ground, Pyrrha spots Peter flying rapidly at her with dual-energy blades intending to finish her off with this next attack. "It's all or nothing!" He shouted.

To stop his final blow, Pyrrha imbues her sword with subtle magnetic energy from her Semblance and lets out a battle-cry as their blades are about to connect. Both their blades lock each other in an intense struggle, with neither combatant gaining an advantage over the other.

The entire audience is in awe of the beautiful sparks flinging off their blades as they wonder who's gonna win this exciting clash. Peter's teammates are invested in the mood as they cheer loudly for his victory, "GO, PETER! GO, GO, GO!" while Pyrrha's teammates do the same, "C'MON, PYRRHA! YOU GOT 'IM!"

Ozpin and Glynda, however, watch the match with curious intent from the sidelines, more specifically on Peter's X-Aura and its limits. "Hmm?" Ozpin narrows his eyes at Peter, as he notices his X-Aura start to flare ferociously and occasionally. It's not just his Aura changing. His pupils suddenly become slitted and his mouth starts growing razor sharp fangs as if he's mutating. It would look like Peter is starting to lose control of his own Aura, almost as if it's trying to take over his body. His X-Aura suddenly burst with intense red energy that surprises everyone, including Pyrrha.

"GYRRAAAAAAAAAAH!" Peter unleash a ferocious roar, as he fiercely cleaves Pyrrha's blade with his own and sends her flying off the stage, smashing through a wall in the process.

**BGM End**

"WHAT THE…?!" Glynda stood utterly shock after witnessing Peter's incredible strength accidently smash Pyrrha through a wall.

"Oh my…" Ruby remarks, just as stun as her friends after witnessing that awesome match.

Thankfully, Pyrrha wasn't that badly injured from the collision. Her remaining Aura took the blunt of the impact as she sits in another room rubbing her aching head after losing the match. "That was intense…" She commented on the battle.

**BGM-Ultimate Marvel vs. Capcom 3 OST-Victory Theme**

Since there was nothing to worry about, the audience cheered loudly for Peter's victory. For both combatants for putting up an amazing spectacle they weren't expecting in a simple sparring match. Strangely very exhausted from the match, Peter falls on his knees as he pants heavily trying to regain his breath.

"Peter, are you okay?!" Ruby shouted in concern for his health, while a sadden Nora forks over the betted money to an extremely cocky-looking Yang.

"I'm okay…I'm okay…" Peter weakly responded, as his X-Aura disappears from his body and his eyes and teeth turn back to normal. As he regains his bearings, he's being offered a kind hand from Pyrrha, who came to help him back on his feet. "We're still friends, right? You're not going to start giving me the cold shoulder for smashing you into a wall." He joked.

A small smile plasters on her face, "We'll see." as the two friends shake each other's hands for giving each other a good match.

"So that was the power of an X-Aura. The potential of ISO-8." Glynda says, having a calm conversation next to Ozpin.

"Indeed. A frightening power that empowers the body only temporarily, draining the Aura completely and causing the body physical stress." Ozpin comments about the X-Aura.

"You saw him lose control. For a brief moment, something about him changed." Glynda said, as she also noticed Peter was acting a little ferocious during that last clash.

"The Aura of the Spider…I'm sure with more training he'll gain complete control over it. For now, we'll let him rest. As I figured, Peter's unique abilities could prove useful in the future." Ozpin stated ominously, believing the powers of Spider-Man could be beneficial in a fateful battle.

**BGM End**

* * *

**Peter's Subconscious**

**BGM-Spider-Man 3 (Game) OST-Black Tension**

In the deepest, darkest depth of Peter's own mind, someone, or something, is lurking in the shadows of his subconscious. It's hard to tell what it could be as they appear as a silhouette in the shadows. Whatever it is, it's big. It's menacing. And has the body of a monstrous beast. Their eyes slowly open, revealing their menacing red color as they look around in the darkness, speaking in a calm, yet demonic tongue to Peter, _**"Peter…You have awakened me… Soon, I'll be coming for you…" **_The mysterious beast said ominously, as it sounded like unlocking Peter's X-Aura has also awakened this monstrosity in his mind and is ready to enact some evilish plan for his new host.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Peter has unlocked his unique Aura called the "Cross-Aura", or "X-Aura" for short. The X-Aura is a concept inspired by the "X-Factor" from "Marvel vs. Capcom 3: Fate of Two Worlds". Let me list its general capabilities:**

Increases the strength and speed of its user

See Auras

Sense emotions

Sense Aura strength

**An X-Aura is superior to a regular Aura and can only be achieved by using ISO-8 to cross Aura with another energy source in your body (ex. Spider-Man's radioactive powers). **

**Kyle Bradley Fernandez: I have no idea what you're talking about.**

**Next time: A flock of goblins!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	16. Vol 1 Issue 15: A Tribe of Goblins

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Since I'm stuck on Remnant, I might as well feel comfortable and make the best of it. I've tricked Cinder and Torchwick into handing me men to secretly add into my new Goblin Nation. Then I **_**persuaded **_**the not-dead Dr. Merlot, founder of Merlot Industries, into joining my cause for conquest. With his company's resources combined with my genius, and a little help of ISO-8, I am unstoppable! If only Spider-Man could see me now! Ahahahahaha!**

**BGM End**

* * *

_Vol 1 Issue 15: A Tribe of Goblins_

**Goblin Island (formerly Merlot's Island)**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Move Tutorial**

It's a dark and stormy night at the brand new, evil headquarters of the Goblin Nation, Goblin Island. After taking over the island, Goblin had done a little redecorating of the island. There's a factory on the island that produce new weapons and armor for his army. Revamped radio towers that not only connect to the CCT, but to Goblin's own personal communications network for his army. Speaking of his army, his troops are killing new Mutant Grimm, mutated by the Goblin Formula, as a way to train themselves and test the goblinfied Grimm.

The Goblin King stands in the middle of an open field, grinning sinisterly while crossing his arms, _**"Summon the Cyber Goblins!" **_Suddenly, several of Merlot's security androids appear on the scene, but they have been repurposed with heavy blackish-green armor and reprogrammed to follow Goblin's commands.

The drones surround their master, materializing their energy blades and laser cannons out of thin air thanks to their advanced technology as they prepare to test their mettle against him. _**"Come. Show me what you can do." **_Osborn smirks wickedly. Some of the Goblin Droids strike him with their energy blades, but Goblin easily blocks their attack with one arm and deflects them to the ground. He quickly turns around to punch another android, but it projected a holographic shield to protect itself in time, impressing Osborn. He decided to blast the machine away with fire before getting assaulted by his robot's laser cannons. He rampages through their gunfire while enveloped in intense fire and tackles his robots into burning scrap, grabbing one along the way as he leaps high through the air, igniting the droid and throws it down at a crowd of robots like it's a flaming meteorite that explodes upon impact. Goblin chuckles, rocketing himself like a meteor from space and stomps on top of more androids while they were blasting him.

"_**I'm a bit impressed. Now where are those Hunter Killers I ordered?" **_He quipped.

Right on que, several small humanoid robots fly into the training ground above Goblin. These Hunter Killers are colored green with glowing red eyes and purple accents that resemble Classic Goblin's color scheme. They have two arms but no legs, floating in midair thanks to their advanced tech. Goblin grins while igniting his fists, testing his own reflexes by dodging their laser bullets and mini-rockets that are wrecking the training grounds. When he saw the opportunity, he consecutively throws fireballs at the Hunters, destroying each of them one by one while laughing manically.

Goblin cracks his neck, smashing his fists together a couple of times, _**"That was a heated exercise. A good warm-up to stretch my legs." **_He cackles at his own little joke as he walks into the main laboratory complex.

**BGM End**

**BGM-Spider-Man (Movie Game) OST-Oscorp Break-In**

Inside the lab, Goblin's new lab assistant, Dr. Merlot, is working on the computer completing tasks given to him by his new boss. Though he was threatened to work for Osborn and help him achieve his goals for world domination, the scientist within him can't help but respect his genius and admire his creations like his Goblin Formula and its effect on people and creatures. Merlot works tirelessly on the computer, until he heard Goblin entering his lab, which mildly startled him.

"Oh, Norman! Didn't hear you were coming. How were the new androids?" Merlot asks his new boss.

Goblin calmly approaches him while transforming back to plain 'ol Norman Osborn and standing next to his partner, "As prototypes go, they performed quite well. Their A.I.s still need a few tweaks, but the new ISO-8 synthesized from my Goblin Formula is increasing their fighting capabilities _beyond_ those androids used in the Atlesian Military."

"Indeed. You were quite right about the ISO-8. Their potential surpasses the Grimm I've been studying for years. They attach themselves to the essential characteristic of a material it touches and intensifies it. It's the perfect catalyst for _any _experiment. It could _change _the world." Merlot stated.

"What is the status of our 'secret projects'?" Norman switches to a vague topic to discuss.

"Smoothly, but it'll still be a long while until they are complete." Merlot answered.

"Fine. We are in no rush. No one knows of the Goblin Nation's existence, and I want to keep it that way until the time is right." Norman replied. "In the meantime, I will continue amassing my forces. Recruiting new followers from each kingdom's criminal underbelly. 52% of Vale's criminal underground secretly work for me. Keeping me updated on current events." He states with his arms folded behind his back.

"Which kingdom will you target next?" Merlot asked.

"Let's try Mistral." Osborn said, as the computer projects a holo-screen of the kingdom of Mistral before him to study.

"Are you planning to recruit the White Fang's leader to your side?" Merlot asks, recalling the High Leader of the White Fang lives at Mistral.

"I'll go after Sienna Kahn later. I already have enough White Fang fools in my ranks and I want to be diverse." Norman interacts with the holo-screen, searching for information regarding any criminal organization in Mistral that's not the White Fang. After a moment, he seemed to have found something regarding a group of thieves in the continent, "Hmm. Anima seem to have a nasty bandit problem. The most dangerous are from the Branwen Tribe, led by a mysterious woman called Raven. From what I can tell, they aren't associated with anyone else. They survive by raiding villages and stealing their resources. But I'm sure with a little _convincing_, I can offer them a better reward." He said ominously, as it sounds like his next mission will take him to Mistral.

**BGM End**

* * *

**Later in the morning, at the continent of Anima…**

Somewhere in the Anima wilderness there is a fuel station called Just Rite. Not abandoned, but very quiet and lonely as it's far away from any Kingdom. Norman Osborn is wearing a casual business suit and carrying a suitcase, presumably filled with cash, during his investigation on the Branwen Tribe and comes across the fuel station that should give him answers. He enters the station where he sees only two people, a bartender and a shady drunk man sitting next to the counter. These gentlemen give a strange look at Osborn, as they wonder what a rich-looking man is doing in the middle of nowhere. Osborn ignores their strange looks and takes a seat in front of the counter, putting his case on it while he speaks with the bartender.

"Anything I can get you, sir?" The bartender asks the business man.

"Water. It's hot." Norman calmly replied.

"Sure." The bartender disappears below the counter to grab a bottle of water, then stands back up straight handing it to his customer, "Here you go." Osborn hands the bartender some money to pay for his drink before guzzling down the water until it was gone. "So, what brings a business man like you around these parts?" The bartender asks the hidden criminal.

"I'm looking for someone." Norman answered.

The bartender chuckles, "Not too many people come out here. Too far from the Kingdoms. Only person worth notin' around here is... well, Ra—."

"Raven Branwen." Osborn cuts him off as he heads out with his suitcase, "I have a meeting with her."

"N-now, sir! You don't want to go messin' with bandits! They're a world of trouble!" The bartender warns him.

"And I'm grateful." Norman responded calmly, passing by the shady man who has been staring at him this whole time.

Outside, Norman prepares to leave to find more clues on Raven's current whereabouts, but was called out by the shady man as he exits the station, "Hey, business dude." Norman turns around facing the grinning Shady Man, "I heard you're…looking for someone."

* * *

**Later…**

"How much further?" Norman asks the Shady Man, as they both walk through a forest presumably searching for the Branwen Tribe.

"This should just about do it." Shay D. Mann claims as they stop at a clearing. He turns to Osborn, "You wait here. I'll go up ahead and make sure the coast is clear."

**BGM-Ultimate Spider-Man (Game) OST-Venom Feeding Time**

The Shady Man runs into the bushes, but it's completely obvious to Norman that he was led to a trap. He doesn't care, judging from his scoff while holding his suitcase as he crosses his arms. Suddenly, someone pulls the trigger of a gun and Osborn calmly blocks the shot with his suitcase. He sees the Shady Man has reappeared, this time accompanied with several bandits in tow.

"I can't believe you were dumb enough to let me lead you here." Shady Man mockingly grins at Osborn, as the bandits present have their weapons drawn at the outworlder.

"Is this everyone?" Osborn stoically asks, feeling completely unfazed and unthreatened.

Shady Man chuckles, "Yes, rich man. This is it. Well, unless you count the whole rest of the camp back that way." He gestures behind him with his thumb.

"That way?" Osborn points a finger in the same direction.

The lead bandit grunts in confusion, looking at his tribe mates first before answering, "Yes. That way."

"Good to know. I thank you for your usefulness." Osborn says mockingly.

"You can thank me by handing us whatever's in your case. Looks _pretty _expensive. Meaning whatever's inside must be expensive too." Shady Man gestures to a fellow bandit to rudely snag Osborn's suitcase from his hands. Osborn watches the person slowly open the case for anything worth valuable, but to their utter confusion, it was a suitcase full of pumpkin-looking objects.

"A pumpkin?" The confused bandit remarks.

Suddenly, the eyes of the pumpkin item glows green and explodes in that bandit's face, killing them. The other bombs were scattered from the explosion, which activated them and blew up the area that gravely injured the other bandits. Only the Shady Man seemed to have taken the least damage and goes on a coughing fit. While coughing, he stares at Osborn calmly walking out of the smoke from his own explosion as his menacing eyes flare flames while his grinning teeth grow fangs. _**"Where is your camp again?" **_Osborn asks while looming over the terrified bandit with his transforming figure.

**BGM End**

* * *

**Branwen Tribe Camp**

**BGM-Spider-Man 3 (Game) OST-The Lizard #1**

The bandits live in a simple, but lived-in cobbled-together camp protected by a wooden log wall with a single gate. All the thieves were minding their own business either playing cards or going on a smoke break. Everything was fine at camp, until a strange mad cackle filled the air interrupting their peace of mind.

"_**AHAHAHAHAHAHAHAHA!" **_Suddenly, a bruised Shady Man was smashed through the gate, lying down next to his fellow bandits still alive, but looks like he had barely escaped the pits of hell. Everyone glares at the madman who had a blast smashing the gate and sees the imposing Green Goblin entering the camp. _**"Good news, lowlives! The kingdom's gone GREEN! Say hello to your nightmare!" **_He cackled.

The entire tribe points their various weapons at the mutated supervillain, but he remains unfazed and still having a blast laughing at their faces. _**"Gentlemen, please. Put down the toys. Let us be civil and have a chat, unless you want to go to WAR with the Grimm. I should warn you. I'm MUCH scarier." **_He grins menacingly while threatening the thugs with his ignited fist. Reluctantly, the bandits put down their weapons as they know they wouldn't stand a chance against this lunatic and a swarm of Grimm at the same time.

Approaching Goblin looks to be a particular bandit, a young woman wearing a brown vest and has a tattoo of a bird on her left arm. She fearlessly confronts the madman with a mean glare and asks him, "Who are you, and what do you want?"

"_**I don't introduce myself to underlings. Where is your leader? I've come to speak business." **_Goblin replies with a maniacal, joking demeanor that the bandits have never encountered before until today.

"Follow me." The young woman escorts their new guest through the camp, while the rest of the bandits give him cautious glares, much to his amusement. The two arrive at the camp's main tent and wait for the leader of the tribe to emerge. Slowly emerging from the camp is a mysterious female swordsman in a shallow cut black and red dress with black shorts underneath, wearing a fearsome, full-face mask that resembles the face of a Grimm.

The mysterious tribe leader glares at Goblin, who chuckles ominously at her while showing his teeth. She then looks at her young subordinate, "Quite a catch, Vernal. I didn't know Grimm came in this color. Did you fish him out from a swamp, because he certainly smells rotten?"

Despite the trash talk, Goblin mockingly bows to her, _**"A pleasure to be of an acquaintance. If my sources are correct, you are Raven Branwen, the deadliest woman in all of Anima. I am the Green Goblin. I have come to speak with you."**_

Raven turns to her followers, "Leave us. Pack your things, then break down camp. We're moving."

"_**Oh, there's no reason to do that." **_A smirking Goblin snaps his fingers as the entire camp is surrounded by a circle of fire, trapping the entire tribe with the frightening supervillain. _**"I want all of you to hear what I have to address, if you value your miserable lives." **_He chuckles madly.

Raven remains unfazed by his actions and continues glaring at him, as she seems to have a good idea why he has come to threaten her tribe. "I didn't think Salem would come after me so soon." She said, which made Goblin curious.

"_**What? How do you know that name?" **_He asked.

"You work for her, don't you?" Raven remarked.

"_**Work for her?" **_Goblin goes into a mad laughing fit, which now made Raven curious and her tribe a little uneasy by his laughing. _**"You think I'm one of her pawns? I didn't know you were a joker." **_He chuckled.

"Answer the question." She said with a calm, threatening voice.

"_**No. I don't WORK for that old hag. It's quite the opposite. I'm USING her for my own purposes." **_Goblin answered.

"Hilarious." Raven remarks stoically, as she doesn't believe him at all.

"_**It's true. She doesn't know I exist. Her own ignorance will lead to her downfall." **_Goblin said ominously.

Raven scoffs as she still doesn't believe a word of his, "Impossible. There's nothing on this world that can stop her."

"_**And you're right. Nothing on 'this' world. I come from a world 'beyond' Remnant." **_He vaguely tells her that he's from a different dimension.

"And now you expect me to believe you're an alien?" Raven mocks him.

"_**Believe what you want to believe. But believe me, I've come here to make a generous proposition and offer you a gift of untold power." **_From the pocket of his ripped pants, Osborn takes out a red ISO-8 crystal while the bandits eye him carefully. _**"Catch." **_He shouts as he tosses the crystal to Raven, who effortlessly catches it with one hand to observe the mysterious crystal.

"Isn't that Dust?" Vernal remarks while staring at the cosmic crystal.

"_**Oh no, my dear. That crystal is on an entirely different 'realm' of power. Try it for yourself." **_Goblin goads Raven to test out the crystal.

Hesitant but curious, Raven stares at the crystal as she wonders what it could do. Almost as if it was reading her thoughts, the ISO-8 slowly imbues her with its marvelous energy, enhancing her physiology while also enhancing the strength of her red Aura. The tribal leader is stunned, unsure where this power suddenly came from or how to properly test it. Her hand reaches to her sword, unsheathing it as the ISO-8 imbues her sword with energy too. She points her sword to the sky, and with a simple thought, unleash a powerful beam of pure energy that pierces the heavens and scares the local birds minding their own business.

Her tribe members. Vernal. Even herself was incredible stunned by that immense power she just unleashed without even trying. "All that power…from this one crystal…?" She stares in awe at the energy crystal. A crystal that has granted her power few has achieved in life. She wants to make more use of the crystal, but a sudden fireball shattered it while she was marveling at its brilliance, causing her to glare fiercely at the grinning Goblin for answers.

"_**That was a sample. Did you enjoy its taste?" **_He jokingly asked.

"What was that crystal?" Raven questions him.

"_**Where I'm from, we call it Neutronium. Specifically, a cubic form of it aligned in eight-atom clusters we dubbed 'ISO-8'. Think of it as space magic." **_He answered.

"Magic…from outer space?" Raven questions his ridiculousness again.

"_**I know it sounds ridiculous, and I'm aware magic 'supposedly' doesn't exist in this world. I may not look like it, but I'm a scientist wanting to unlock the secrets of ISO-8. I am close into mastering their power. Look at what it turned me into." **_Goblin said.

"An abomination?" She quipped.

"_**That name's already taken." **_Goblin joked. _**"What you just experienced was a 'taste' of the cosmos itself. One crystal can boost your powers exponentially in ways DOZENS of Dust could never accomplish. ISO-8 can forge your wildest dreams into reality. Imagine, with enough crystals, you can rule your own kingdom with an iron fist. Decimate armies single-handedly. Even the seemingly 'invincible' Salem will be powerless to a god." **_He said with irresistible charisma, trying to manipulate Raven to join his forces.

"So let me get this straight. You want me and my tribe to join you in your little crusade against Salem?" Raven asked him.

"_**This is the opportunity of a lifetime. I've already convinced the criminal imbeciles at Vale to join my little nation." **_He replied.

"Then they must be imbeciles to join you. I have no interest getting involved with Salem. Even _if _you do have the power to destroy her, I fight for my own survival. I'm not helping you or anyone else! I don't want a part in any of this!" Raven argued, absolutely showing no interest in joining Goblin's side.

What she didn't expect was for Goblin to cackle madly right at her claims, which honestly frightened her a little, _**"Mwahahahaha! So your means of survival is running away like a coward when the going gets rough! Your mask can't hide your fear." **_He taunts, which slowly pisses her off. _**"It is too late. You and this entire planet has already become a part of something bigger. Destiny cannot be altered. But I can offer you protection." **_He said, hearing a lowly gasp from the tribal leader as he continues, _**"I'm not asking you to help me fight Salem. I am MORE than glad to obliterate her myself. She's just a nuisance. A weak and minor obstacle in the new age I am trying to forge for the strong and powerful. I've deemed your tribe worthy of strength. They could be the most powerful in the world without anyone to stop them. And I can tell. You ENJOYED that power sample I gave you. For a mere moment, you didn't feel like a coward. Power is the only way to overcome fear. Without it, you are nothing. I am your only hope of survival. Join the Goblin Nation and I promise to reserve you your rightful position in the new world. Are you strong enough to accept my offer?"**_

Goblin is truly a master of manipulation. Knowing the perfect words to convince anyone that he is right. His words seem to have struck themselves into her heart. Her mask hides it, but Goblin can tell, she is visibly debating with herself about her next action. Vernal looks at her boss with concern, wondering about her next decision.

"If I join you, you'll protect my people from Salem?" Raven finally says something after a moment of heavy thinking within her own mind.

"_**You know Salem, so I assume she knows about you for a mysterious reason. But she doesn't know the Goblin Nation exist, or its spreading influence." **_Goblin smirked.

"Then I supposed you have yourself a deal." Raven responds, accepting his offer for the Branwen Tribe to join the Goblin Nation.

"_**Excellent! And here I was thinking about murdering each of you if you didn't comply since you knew too much, but I'm so glad we avoided that nasty alternative. It would've been a madhouse!" **_Goblin lets out a maniacal cackle that can be heard for miles, making Raven wonder if she's gonna regret her decision.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: So different from the original, Goblin recruits the Branwen Tribe to the Goblin Nation. Now he has forces in Vale and Mistral, and his army will continue to grow in the shadows with the rest of the world completely unaware. Now we return to Spider-Man's side of the story as he encounters a new mysterious villain.**

**Blood Spider: Well it's not. I plainly said the X-Aura was directly inspired by the X-Factor from Marvel vs. Capcom 3 with little ideas of my own. There's no "X" on his chest and his Semblance won't be revealed for a while, but it's nothing anime like whatever you're talking about.**

**Guest (chapter 15): What are you talking about? You act like I haven't uploaded anything in weeks.**

**Billy: Same thing to you. Why are you acting like I've been ignoring this story forever when the recent upload was a few days ago? I'm not promising you anything. Besides, I have a life outside of fanfiction. This is a hobby. I'm not obliged to do anything for you.**

**Jufesocar: I have no interest in My Hero Academia.**

**Next time: The silent, armored mercenary!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	17. Vol 1 Issue 16: Cool Suit

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! I just learned I have an awesome new Aura called the X-Aura, a special type of Aura that crosses my natural Aura with my radioactive spider-powers thanks to the ISO-8 I was imbued with from the explosion! I tested my new power against Pyrrha in a training match, but I briefly lost control and overwhelmed her. This X-Aura is incredibly strong. I need to gain more control over it. No hard feelings, right Pyrrha?**

**BGM End**

* * *

_Vol 1 Issue 16: Cool Suit_

**Osborn's Mt. Glenn Lab**

**BGM-X-Men Legends OST-Sentinel Lab (Quiet)**

"Project Elementals?" That was the topic Cinder questioned while she and Torchwick are attending a meeting with Norman Osborn in his lab, regarding a new plan that'll help them conquer Vale.

"It is my latest experiment creating the ultimate super-soliders using Dust." Norman responds, walking towards a watery capsule that's currently reviving the unconscious Hydro-Man after his recent defeat. "Though Hydro-Man failed in his mission to destroy Spider-Man, he did provide me some excellent data to create more beings like him with the Dust Formula, which is why I went out of my way to reconstitute him before he completely evaporated into nothing. In addition to Hydro-Man, three more soliders will be genetically altered and gain the power of the primary elements. Water, Earth, Fire, and Air. They will be the physical embodiment of nature itself. Nothing in the whole world could stop them." He explained his newest project to his partners.

Cinder ponders on his new project with silent curiosity, as she's reminded of a certain fairy tale regarding the four seasons. Torchwick, however, scoffs at his new idea and remains unconvinced it'll succeed, "What makes you so sure these 'Elementals' have what it takes when Hydro-Man couldn't wash out a simple bug?"

"Spider-Man was lucky it was a sunny day. Against all four Elementals, he wouldn't stand a chance. If you have time worrying about failure, use that time to collect more Dust to ensure our victory." Osborn firmly orders the crook to collect more Dust for his experiments.

"Fine, fine." Torchwick reluctantly relents, as he starts walking out of the lab.

Unknown to the villainous trio, someone was spying on them in the air outside the hidden lab in stealth mode, using their advanced technology stare through the walls with high-tech sensors that also allows them to listen in to their entire conversation as if they were physically a part of the discussion. They spy on Torchwick leaving the premise, and when the coast was clear, the mysterious individual turns off their stealth mode, revealing their highly-advanced silver and black armor and X-shaped jetpack. This armored spy has a glowing red crest sticking out on the left breastpiece and has a glowing red visor shaped like a "Y" and also has no mouth on the faceplate.

Whoever this mysterious mercenary is, it looks their job was to spy on Cinder and her little group for a mysterious reason. With their job seemingly complete, they fly at high speeds into the nightly city.

**BGM End**

* * *

**City of Vale**

**BGM-Ultimate Spider-Man (Game) OST-Spider-Man Suite 2**

During his nightly patrol, Spider-Man was minding his own business sticking onto a wall when he spotted the mysterious mercenary flying pass him while leaving behind a red energy trail. "There's something you don't see every day. _Almost _every day, but not _every _day." He jokes, shooting out a webline to swing on to chase down the armored flyer.

The armored mercenary was minding their own business flying mysteriously through the air until he was distracted by a loudmouth teenager in red-and-blue pajamas swinging next to him. "HEEEEY! Where did you get the cool suit? And by cool I mean cumbersome in silver and black." He jokes, but the mercenary remains silent and ignore him. Spider-Man continues chasing him until he lands on a rooftop as the mercenary hovers above him, "Don't take it too hard. I mean, _clearly _you can see I'm kind of a costume-designed snob."

The mercenary grew tired of his babbling and fires energy beams hidden in his gauntlets at Spidey, who dodges them and watches him fly away. "Okay, fine, it's a nice suit. Sorry. Geez." He quipped.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Spidey Skychase**

Whoever this mercenary is, it's Spider-Man's job to stop him before he gets away. The webhead chases the flyer to the entrance of a tunnel, where he throws bombs that causes the destruction of cars and a couple of fires before escaping, leaving behind several innocent civilians to perish.

"HELP!"

"HELP ME, SPIDER-MAN!"

Spidey zips down picking up one person at a time and quickly swings each them to the nearest paramedics where they can be treated. "Thank you so much!" A rescued Faunus man thanked the hero.

"No problem." Peter replied, quickly firing a webline to swing on to continue his chase of the mercenary through the tunnel, "It would be _so_ nice, just once, you bump into someone, say hi, and them _not_ try to blow me up." The hero exits the tunnel after catching up to the flyer firing more energy beams that forces him to evade, "Listen up, slappy. I don't know what your deal is, but…" He babbles as the silent mercenary flies away, leaving him alone to sigh, "But now I'm talking to myself."

Civilians are mumbling to themselves as they watch Spider-Man chasing the mysterious flyboy and speculate who he is. The armored thug flies high and low through the city trying to lose the spider-hero, but was annoyed to see him still on his tail. "You know, if I was the Hulk, this would be _so_ over with by now." Spidey jokes while swinging to a rooftop, performing some mad parkour skills before launching himself forward to gain additional speed which should be enough to catch up to the flyer. It quickly proved pointless, as the flyer rockets through the walls of an office building and leaves a fiery mess in his wake that traps a scared woman.

"OH MY GOD! HELP ME! SOMEONE HELP MEEEE!" The woman screamed for her life while surrounded by flames.

Spider-Man quickly zips through the broken window and hops over the fire to grab the frightened woman. "Hang on tight!" He advises her, who holds on a bit too tight, "AH! Not that tight!" He leaps out of a window with the woman in tow, who screams at the top of her lungs while they fall off a large height. The webhead made sure they landed safely on the ground and brings her to the paramedics.

"Oh my…Thank you…!" The woman thanks him while panting heavily.

Spidey spots the mystery mercenary nearby, who appeared to have been waiting for him to catch up for some reason. "All right, you flying pile of repressed…" Just as he swings to his position, the mercenary immediately flees while leaving behind several giant energy walls created from Hard-Light Dust to delay the hero, who is starting to become annoyed with the flying, "Again with the flying! Lemme guess? I'm gonna get near you, and then _you're_ gonna fly away."

The webslinger leaps and swings around his projected force-fields to continue his pursuit on the mercenary. "Hey, you hungry? How 'bout after we're done we swing by to grab some breakfast or something." He jokes, receiving rapid-fire beams as a response, "You don't like breakfast, we could do brunch." He quips while avoiding his blasts.

Annoyed by his persistent and constant rambling, the armored mercenary unveils another unique trick from his arsenal. A grenade powered by Gravity Dust that he throws at a crowd of cars with people inside on the road. The gravity grenade goes off, creating a huge gravity field that affixes most of the cars in midair while scattering the rest through the air. "Oh no." Peter's eyes widen in shock. He quickly bounces off a flung empty car to blitz through another with a driver screaming for help. Spidey carries them out of the car before it collides with another, then hurries to safely suspend a car with his webbing and then quickly catches another car with his amazing strength, "Hold on, I got you!" He then zips to stand outside the gravity field, yanking car doors open with his webbing and then uses more to yanks all of the civilians out of the gravity field.

"You get someplace safe." Spidey told the civilians.

"Thank you, thank you!" A citizen said, as the people run away from the action.

Peter watches them run to safety as his Spider-Sense goes off, turning around only to get sucker punched in the face by the mercenary, giving him enough time to finally flee from his annoying pursuit. Peter's a little too winded to keep chasing him, but he's still capable of firing a Spider-Tracer from his web-shooters and attach it on the thug before he completely left his sight in stealth mode.

**BGM End**

"He's gone. At least I attached a Spider-Tracer before he left." Spidey rubs his pained face as he groggily stands. "How do I manage to find all these weirdoes? Where do they come from? And how do I get 'em to go back?" He jokes, deciding to swing back to Beacon to enjoy a good night's sleep and pursue the mystery mercenary another day.

* * *

**The next day…At Beacon Academy**

**BGM-RWBY OST-EP 11 Score - Jaunedice Pt 1**

Peter and his classmates are gathered in the auditorium where they are watching Jaune in the middle of his duel with school bully, Cardin Winchester. Cardin has his large, black mace perched on his shoulder with Jaune standing opposite of him with his sword and shield drawn, leaning on his weapon as if exhausted. He looks at Cardin, who laughs at his opponent's tiredness, and Jaune gathers his strength to charge forward and swing his blade at Cardin, only for him to jump out of the way. Jaune looks back, surprised, as the mace sends Jaune's shield - and himself - flying back. Now only armed with his sword, Jaune continued to try and attack, but is blocked by the mace's hilt. Their weapons locked, Cardin forces himself up, towering over a struggling Jaune.

"This is the part where you _lose_." Cardin taunts the blonde swordsman.

Jaune tries to retort, "Over my dead-!" but was cut short as Cardin knees him in the gut, making Jaune drop his sword and fall to the ground in pain. Cardin raises his mace and is about to slam it down on a worried Jaune just when the buzzer rings, the lights come back on, and Glynda's voice causes him to stop.

"Cardin, that's enough." She tells him to relent and walk away as she comes onto the stage, tapping her tablet. "Students, as you can see, Mr. Arc's Aura has now dropped into the red. In a tournament-styled duel, this would indicate that Jaune is no longer fit for battle, and that the official may call the match." She says, while Jaune still lays on the floor in defeat and Pyrrha looks sad for her leader. Glynda turns her head to look at the losing warrior as he pulls out a smaller tablet with his low, blinking stats and that of his entire team. "Mr. Arc, it's been weeks now. Please try to refer to your Scroll during combat. Gauging your Aura will help you decide when it's appropriate to attack, or when it is better to move to a more... defensive strategy. We wouldn't want you to be gobbled up by a Beowolf, now, would we?"

"Speak for yourself…" Cardin mumbles while perching his mace on his shoulder.

Glynda turns to the seated and standing students, "Remember, everyone, the Vytal Festival is only a few months away! It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!"

Her words about the Vytal Festival got her students excited for the upcoming tournament, especially from the members of Team RWBYP. Yang punches the air in anticipation while Weiss shakes her fists with an excited smile. Ruby shakes her entire body with enthusiastic energy while squealing softly. Peter simply scratches his head in confusion since he doesn't know much about the Vytal Festival, usually because he keeps missing the classes that talks about them. He's also more concerned about Jaune, still on the floor of the stage as he hangs his head in shame of his miserable performance against Cardin. As the bell rings, students start leaving while Pyrrha continues to frown sadly for her leader.

Wanting his friends to feel a little better, Peter talks with Pyrrha, "I'll go check on him."

Pyrrha smiles, looking a little happier from his kind offer, "Thanks, Peter."

Peter walks onto the stage to check on his blonde buddy, "Hey buddy, you feeling okay?" He asks him with a smile.

"Not really…" Jaune replies, still feeling slum.

"Oh, don't let Cardin get to you. I know what it's like being bullied." Peter says while offering his hand to help him on his feet.

Jaune was a little shock to hear someone as smart and strong like Peter was bullied, "Really? I didn't think someone like you…"

"Dude, I'm a nerd, and a little shy. Was a bit of a social outcast where I grew up, which made me the perfect target for bullies. Things will get better. Trust me." Peter assures him with a comforting smile and a gentle pat on his shoulder, "C'mon, let's go meet with the others in the cafeteria. I'll tell a few jokes that should cheer you up."

"Okay…" Jaune responds, feeling a little better thanks to his friend.

Before they leave the stage, Peter receives a message through his nanotech glasses and checks it out. "What is it?" Jaune asks him.

"It's my boss from the VNN. Want me to go into town and take some pictures of the wreckage caused by some lunatic in high-tech armor. I'm gonna go and get it done. See ya at lunch." Peter said as he walks away from Jaune.

"Right. See ya…" He depressingly waves at Peter, who cheerfully waves him back with a smile since he sympathizes with him about bullies and being bullied.

**BGM End**

* * *

**Later at the cafeteria…**

"So! There we were, in the middle of the night…" Nora narrows her turquoise eyes while telling an unbelievable story to her friends.

"It was day." Ren casually intervenes in her story.

Teams RWBYP and JNPR, except for Peter, are hanging out in the cafeteria eating lunch while some of them are listening to Nora's story. Blake doesn't pay attention as she is lost in her book, while Yang is enjoying the entire story with her hands cupping her face.

Nora continues with her exaggerated story that Ren keeps correcting while holding a coffee cup, "We were _surrounded _by Ursai…"

"They were Beowolves."

"Dozens of them!" Nora screams this as she stands at the table, where Weiss is ignoring her and filing her nails, Ruby and Pyrrha are listening politely, and Jaune is messing with his food.

"Two of 'em."

Ruby and Pyrrha look at the distant Jaune with concern while Nora babbles, "But they were no match…And in the end, Ren and I took them down and made a boatload of Lien selling skin rugs!"

Ren sighs, "She's been having this recurring dream for nearly a month now."

Pyrrha looks at her depressed leader and asks him what's wrong, "Jaune? Are you okay?"

Jaune immediately snaps out of his deep thoughts and turns back toward his friends, "Huh? Oh, yeah! Why?"

"It's just that you seem a little... _not_ okay..." Ruby responded.

His other friends stop their distractions and stare at the blonde leader, "Guys, I'm fine. Seriously! Look!" He holds up a thumb while laughing nervously until his attention is focused on the members of Team CRDL, standing around a girl with brown rabbit ears jutting from her hair as Cardin laughs at her and his teammate, Sky Lark, holds up his hands to his head in a mock interpretation of her unusual features.

"Jaune, Cardin's been picking on you since the first week of school!" Pyrrha stated.

"Who? Cardin Winchester? Nah... He just likes to mess around! You know, practical jokes!" Jaune nervously claims.

"He's a _bully_." Ruby states with a glare.

Jaune scoffs at her statement, "Oh, please! Name _one _time he's 'bullied' me."

"That time he dropped your books." Ruby names one moment of him being bullied.

"That other time he blocked the door with your own shield." Pyrrha names another moment.

"Or that time he locked you in a locker that propelled you across the sky." Nora names another example, as everyone is totally focused on the poor guy now.

"I didn't land far from the school!" Jaune remarks, trying to laugh off all the times he's been bullied.

"Jaune, you know if you ever need help, you can just ask." Pyrrha suggested.

"Ooooh!" Nora instantly gets up from the table and presents her diabolical plan with a not-entirely-sane grin, "We'll break his legs!"

"What's this about breaking legs?"

The gang turn their attention to Peter entering the cafeteria, after returning from his job with the VNN. "Peter! Take any good pics?" Yang happily asks him.

"They're pic-tastic." He punned, causing his friends to groan at his terrible joke except for Yang, who chuckles from it. "Seriously, what's this about breaking legs? Is this about Cardin bullying Jaune?" He asks as he approaches the table.

"Yeah. We could use your help on this one, Pete." Pyrrha nodded.

"Guys, really, it's fine! Besides, it's not like he's only a jerk to me; he's a jerk to everyone." Jaune protests while Peter crosses his arms, staring in concern for his friend.

They all look over as the laughing grows louder, mixed in with cries of pain from the rabbit girl when one of her ears are tugged on by Cardin. "Ow! That hurts!" The Faunus rabbit named Velvet tries to fight back but fails miserably as she stops struggling and grimaces as she says, "Please, stop…"

Cardin continues laughing as he turns to his cronies and says, "I told you it was real!"

"What a freak!" His teammate, Russel Thrush, guffaws with his teammates while they continue bullying Velvet.

Peter narrows his eyes at the bullies from the distance, glaring at them for bullying a sweet and innocent girl like Velvet. He knows what it's like to be bullied, and knows how to deal with them. Getting physical with them isn't the best choice, but he has another solution to help Velvet as he quietly walks away to get his food to enact his sneaky plan.

"Atrocious. I can't _stand _people like him." Pyrrha states with a glare.

"He's _not _the only one…" Blake says while staring daggers.

"It must be hard to be a Faunus." Yang sadly says while leaning her head on her head.

Team CRDL continue having the time of their lives bullying Velvet. They believe they have dominated her and the other weak students at this school. Feeling like they are an unstoppable force no one can compete against unless they don't care about themselves. Peter sympathizes with all those poor kids that have been bullied by the likes of Cardin, who reminds him of Flash Thompson before he slowly changed for the better.

Peter's not going to fight Cardin, but he does have a method to scare his team away from Velvet. He reaches into his pocket and takes out a small red-and-blue spider drone that he has been working on for some time, _'My Spider-bots are still just prototypes, but this is a good time to test one. I'll guide my little drone with my nanotech glasses towards Cardin's table.' _He secretly deploys the Spider-bot onto the floor, hanging out in secret to guide it with his hi-tech glasses.

The Spider-bot is small enough to crawl underneath tables completely undetected since everyone is too busy playing with their food or gossiping with each other. Peter guides his little drone underneath the table where Cardin's team are still bullying Velvet, _'Here I am. Cardin and his folk are too dumb to notice mini-me. Time to scare 'em with a subsonic blast. It won't hurt them, but it's gonna be super annoying.'_

With a little grin plastered on his face, Peter commands his little drone to unleash a little subsonic blast that was loud enough for nearly everyone in the cafeteria to hear, immediately dispersing Team CRDL away from Velvet frighteningly startled by the sudden noise. "What the hell was that?!" Cardin remarks. Peter activates another blast to scare his team again so they'd get the point to leave Velvet alone, as it sounded like the noise emitted around her area. "So annoying! Let's get outta here." He says his team, as the bullies reluctantly walk away from Velvet.

"Where did that noise come from?" Pyrrha questioned.

Blake seems to be the only one who found the source, as she spotted the little Spider-bot clinging upside down underneath Velvet's table. She silently gasps in shock, realizing that robot could only belong to Peter. She turns around looking for Peter, finding him having just finished playing around with his glasses and heads towards Velvet with a plate of food.

**BGM-Marvel's Spider-Man (PS4) OST-Behind the Mask**

"Is it okay if I sit here? Looks like you could use a friend." Peter kindly speaks to Velvet at her table while holding his plate.

"Oh, I don't mind." Velvet responds shyly.

"Thanks." Peter places his food on the table and takes a seat next to the rabbit girl, while his Spider-bot secretly climbs his leg and hides back inside his pocket. "What's your name?" He asks her.

"V-Velvet Scarlatina." She introduces herself.

"Glad to meet you. My name's Peter Parker. It doesn't look like Cardin will be bullying you for a while. Thinks this table is cursed with annoying noises. Glad he took the hint." Peter said with a little joke in an attempt to cheer her up.

"Were you…the one who caused that weird noise?" She curiously asks him.

"I may have been experimenting with a little project how to subtract jerks away from sweet and adorable rabbit people." He quipped.

"Thank you." Velvet said, thanking him for saving her from Cardin's bullying.

Peter smiles, glad he can be a hero without wearing the mask, "Your welcome. I've been in your situation before. Still do from time to time. If you want, we can hang out sometime and I can tell you how to stand up to bullies. One important piece of advice: Always good to have a friend. Either by your side or in your heart. Then you'll have the courage to stand up to anyone or anything."

A warm, kind smile slowly grows on Velvet's face, as she takes his advice and friendship to heart and nods, "You're right."

The two new friends start eating together while entering another friendly conversation that involved Peter making a joke that got a little chuckle from the rabbit girl. The rest of Peter's friends stare at him from their table, amazed by just how nice of a guy he is to comfort Velvet and help her with bullies.

"Peter's a nice guy, isn't he?" Ruby smiled.

"Yeah." Blake agrees with a smile on her face as well.

"Nice, smart, strong, cute…An all-around good guy." Yang smiles while giving an unknowing Peter an attractive stare.

"Not a lot of people share those qualities. A person who just wants to help." Pyrrha grinned, internally glad to be friends with a genuinely nice person like Peter Parker.

Having gotten up from the table, however, Jaune looks back at his friends. And while he feels a little encouraged by Peter's example, it's not enough to stop himself from sighing before moving on with his tray table. What he doesn't realize is that Cardin is watching his walk of shame with a sinister grin.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Anyone who has read the original story already knows who the "mystery mercenary" is, but if you haven't, don't worry. He's gonna be a recurring villain for the rest of Volume 1. And yes, I'm switching the roles of the U-Foes to the Elementals as the "Volume 1 Final Boss" based on their appearance from "Spider-Man: Far from Home. Doesn't make much sense for Hulk villains to be Spider-Man's biggest adversaries in Remnant so far.**

**Guest Isa: The RWBY-verse is pathetic when it comes to fighters compared to the madness that is the Marvel Universe. Gods like Odin have destroyed galaxies while the Avengers have defeated some of the greatest threats in the universe.**

**Guest 2 (chapter 16): I don't care about Fairy Tail and never will.**

**Next time: Jaunedice**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	18. Vol 1 Issue 17: Armor Wars

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! While out on patrol, I ran into a goon wearing highly advanced armor that would make Iron Man jealous. Tried chasing him but he gave me the slip, but luckily I attached a Spider-Tracer to track him down later. Need to find out who this guy is and what he's after, if anything.**

**BGM End**

* * *

_Vol 1 Issue 17: Armor Wars_

**Beacon Academy**

**BGM-RWBY OST-** **EP 12 Score - Jaunedice Pt 2**

Peter sits next to a sleeping Jaune, who's head is resting in his hands, while their constantly-zooming and fast-talking Professor Bartholomew Oobleck is in the middle of his hyperactive lecture, educating the hidden vigilante and his fellow classmates like Blake, Pyrrha, and unfortunately, a leaned-back Cardin, about the history of Faunus.

"Yes! Yes, prior to the Faunus Rights Revolution-more popularly known as the Faunus War—." Oobleck zooms up to the front of the class and the map covered in papers behind his desk, "-humankind was quite, quite adamant about centralizing Faunus population in Menagerie." He points at the map of said-area with his stick, then zooms off to the side for a sip of his coffee before appearing in front of his desk, "Now! While this must feel like ancient history to many of you, it is imperative to remember that these are relatively recent events! Why, the repercussions of the uprising can still be seen to this day!" He zooms around the classroom more, sipping his coffee again before continuing to zoom and talk, "Now! Have any among you been subjugated or discriminated because of your Faunus heritage?"

Peter watches some of his classmates raise their hands to answer they have been discriminated before simply because of their Faunus background. He even sees a frowning Velvet doing the same after a moment. _'Poor guys. Wish I could do more to help them. I would call the X-Men for advice, but I don't know any phone service that transmit through dimensions.' _He remarks in his mind.

"Dreadful, simply dreadful!" Oobleck responded to some of his students being discriminated. "Remember, students, it is _precisely _this kind of ignorance that breeds violence!" He takes another sip of his coffee. "I mean, I mean, I mean just look at what happened to White Fang! Now, which one of you young scholars can tell me what many theorize to be the turning point in the third year of the War?" He asked, as he sees Weiss raise her hand and responds, "Yes?"

"The battle at Fort Castle!" She answered.

"Precisely! _And_, who can tell me the advantage the Faunus had over General Lagune's forces?" Oobleck asked another question.

While unseen by the professor, Cardin flicks two paper footballs at both Peter's and the sleeping Jaune's head. Peter sensed the paper football coming and casually moves his head without looking to avoid it. Unfortunately for Jaune, the paper hit his head, which causes him to wake up with a loud, "Hey!"

"Mr. Arc!" Oobleck suddenly zooms over into his face, "Finally contributing to class! This is excellent! Excellent! What is the answer?" He asks his confused student.

"Uhhhh... The answer... The advantage... that the Faunus..." Jaune slightly glances his eyes to Peter for a hint, but the brunette couldn't say anything since the professor is standing right there. Jaune then looks behind the professor's focused face at Pyrrha, who coughs and motions to her lips as she gives him the answer, "…had over that guy's stuff…" He sees Pyrrha cup her hands around her eyes and goes for the most obvious answer, "Uhh…Binoculars!" He finally answered, looking very pleased with his answer.

Unfortunately, that answer quickly proved false as the class laughs at him and Oobleck, who's already back at the front of the class, sips his coffee. Both Peter and Pyrrha sigh and facepalm as Cardin pounds his fist on his desk while chortling. "Very funny, Mr. Arc! Cardin! Perhaps you would care to share your thoughts on the subject!"

"Well, I know it's a lot easier to train an animal than a soldier." Cardin quips, while Oobleck shakes his head to the wrong answer.

"You're not the most open-minded of individuals, are you, Cardin?" Pyrrha calmly insults the bully.

"That's an understatement." Peter quips casually, earning a glare from Winchester for his efforts.

"What? You got a problem?" Cardin asks the two of them.

"Not a problem, but the _answer_." Peter quips, annoying the bully while ignoring him and turning his head to Pyrrha, "You want me to answer this or do you want a piece?"

"I got this." She smiles before turning to Oobleck to answer his question, "It's night vision. Many Faunus are known to have nearly-perfect sight in the dark." She answers, while Cardin growls at the correct response.

"General Lagune was inexperienced, and made the mistake of trying to ambush the Faunus in their sleep. His massive army was outmatched, and the general was captured." Blake added, turning to Cardin, "Perhaps if he'd paid attention in class, he wouldn't have been remembered as _such_ a failure."

Peter snickers from Blake's little roast on Cardin, "Remember kids, stay in school, learn your history, and don't get roasted." He jokes in a calming demeanor that gets a little laugh from his classmates, ignoring the bully getting up from his seat with his fist clenched, glaring at the nerdy jokester with the mindset to pummel him into oblivion.

"Mr. Winchester! Please take your seat." Oobleck calmly tells his student to sit down. Jaune is heard laughing at his tormentor's embarrassment, which earned him the professor's attention as well as he zooms up to him, "You _and _Mr. Arc can both see me after class for additional readings." He punishes them while taking yet another sip of his coffee.

"Oohhhh…" Jaune says sadly while his shoulders slump.

"Now! Moving on!" Oobleck zooms away to continue his history lecture.

* * *

**After class…**

The rest of the class went by at sonic-speed for Peter. He got his books back together and placed them inside his backpack as he made his way to Blake, "Your comedy skills are improving. I knew hanging around me long enough would brighten up that moody attitude you constantly emit 24/7." He joked, seeing Blake with a small grin.

"Whenever you're _around _to hang out and not constantly 'thwiping' for half of that time." Blake quipped as they both left the classroom.

"Write me a schedule and I'll follow it." Peter remarked.

"I did, and you didn't."

"Oh."

Peter watches Blake walk down the hallway and wants to follow her, but turns around when he notices Pyrrha, Nora, and Ren coming out of the classroom, only for Pyrrha to stop near the doorway.

"You go on ahead. I'll wait for Jaune." Pyrrha told her teammates.

As her teammates leave the premise, she was surprised to see Peter approaching and standing near the doorway to accompany her. "Need some company?" He asks with a smile, which makes her smile as she's glad to have a friend who is also concerned about Jaune.

Inside the classroom, Oobleck sips on his coffee while talking to his two poor students, Jaune and Cardin, "You two have been struggling in my class since day one! Now, I don't know if it's a lack of interest, or just your stubborn nature, but whatever it is..." He takes a longer sip of his coffee, "It stops now! You've worked hard to gain entrance to this school, and we only accept the best of the best, so I expect you to act like it. History is important, gentlemen! If you can't learn from it... you're destined to repeat it. Pages fifty-one to ninety-one! I want an essay on my desk by next class! Now! Run along." With that, he zooms out of the classroom and past a waiting Peter and Pyrrha in a green and white blur.

Jaune comes out first, and Cardin emerges behind him, pushing him to the ground an emitting an "Ow!" from him that makes the bully laugh before walking away. Peter and Pyrrha help pull their injured friend back on his feet. "You know, I really will break his legs." Pyrrha said.

"I have some stealth tech to pants him." Peter quipped.

Jaune sighs at their ideas, until Pyrrha looks like she is struck by inspiration with a new idea, "I have an idea! Here, come with me! You too, Peter!" She grabs a confused Jaune by the arm and drags him along as she turns down the corridor.

"Right behind ya." Peter responded, as he quickly rushes to catch up to them.

A dejected Jaune, Pyrrha, and Peter come onto a rooftop of one of the buildings, with a clear view of the glowing green orbs in the central tower of Beacon. "Pyrrha, I know I'm going through a hard time right now, but I'm not _that_ depressed." Jaune looks over the edge of the roof, to the confusion of Pyrrha, "I can always be a farmer or something…"

Pyrrha realize with horror what he is trying to say, "N-n-no!" She dashes to push Jaune away from the edge, "That's not why I brought you up here!"

"So you weren't going to teach him how to fly?" Peter joked, receiving an annoyed glare from Pyrrha to shut him up, "Sorry."

"She turns around facing Jaune again, "Jaune, we know you're having a difficult time in class and that you're still not the strongest of fighters, so... we want to help you!" She offered, much to his surprising confusion.

"Wh-what?" He remarked.

"We can train up here after class where no one can bother us! Peter can help you how to deal with bullies like how he's been helping Velvet." Pyrrha suggested.

"Great idea. Pyrrha has been helping me trying to master my X-Aura, and I like to think I'm doing a good job mentoring my teammates. I think I can make room for you too." Peter responded with a smile.

"You think I need help?" Jaune asked, believing that is what they're trying to say.

"N-no! No, that's not what I meant." Pyrrha responded.

"But you just said it."

"Jaune, everybody needs a little push from time to time. It doesn't make you any different from the rest of us. You made it to Beacon! That speaks volumes of what you're capable of!" Pyrrha said, trying to cheer him up.

Sadly, Jaune turns away from them with his head and voice lowered, "You're wrong. I-I don't belong here."

"That's a terrible thing to say! Of course you do!" Pyrrha argues, while Peter has his arms crossed and continue listening calmly.

Jaune turns back around angry and retorts, "No, I don't!" He said, as Pyrrha looks bewildered.

"Jaune…" Peter speaks to his blonde friend in a calm, mature tone while subtly using his X-Aura to read his emotions, "You're hiding something, aren't you? I can sense your emotions now. The negative feelings bottling up within you. What's been bugging you?" He asked him.

Jaune sighs as he reveals the truth about himself to them, "I wasn't really accepted into Beacon..." He turns his back to them so he doesn't have to face them.

"Wh-what do you mean?" A confused Pyrrha asks, while Peter stays silent and listen to his story.

"I mean I didn't go to combat school, I didn't pass any tests. I didn't earn my spot at this Academy!" Jaune confesses, as his voice gets higher and higher as he looks at them again, "I lied! I got my hands on some fake transcripts, and I lied!"

"What? But... why?" Pyrrha asked, more confused than before.

"Cause _this_ is always what I've wanted to be!" Jaune turns away again while talking, "My father, my grandfather, and his father before him were all warriors! They were all heroes! I wanted to be one, too. I was just never good enough."

Pyrrha calmly approaches him, placing a hand on his shoulder, "Then let me help you. Let US help you!" She said, referring to Peter next to her.

Jaune suddenly turns on her with mad frustration and retorts, "I don't WANT help! I don't WANT to be the damsel in distress! I want to be the hero! Someone amazing like Spider-Man!"

Hearing his friend was also inspired by his heroic alter ego finally got Peter to respond before Pyrrha could while maintaining his calm and collected demeanor, "Even Spider-Man needed help once in a while. He _can't_ do everything." He stated, recalling all his failures as a hero and the times he needed assistance from others.

"But I'm _tired _of being the lovable idiot, stuck in the tree while his friends fight for their lives! Don't you understand? If I can't do this on my own…then what good am I?" Jaune vented. Pyrrha attempts to reach out for his arm and console him, but he leans back from her touch, "Just…leave me alone. Both of you. Okay?"

Pyrrha bows her head in sadness and somberly says, "If that's what you think is best…" before walking past Peter to the exit.

"Jaune." Peter looks at his depressed friend as he sympathizes with him and wants to do everything in his power to help.

"Peter…please go…" Jaune replied somberly, wanting him to leave quietly as well.

Peter stares at the back of his buddy's back for a moment before deciding to walk away himself, his footsteps getting softer and softer until he leaves the roof. Jaune paces a little until he hears a mocking laugh and Cardin appears on the roof from his window.

"Oh, Jaune…"

Jaune quickly looks behind him in fear at his bully, "Cardin!"

"I couldn't help but overhear you three from my dorm room. So, you snuck into Beacon, huh? I gotta say, Jaune, I never expected you to be such a rebel!" Cardin taunted.

"Please, Cardin, _please_, don't tell anyone!" Jaune begs him.

"Jaune, come on! I'd never rat on a friend like that!" Cardin said, confusing him.

"A…a friend?" Jaune remarks in confusion.

"Of course!" Cardin traps him in a headlock under his arm despite his struggling, "We're _friends _now, Jauney boy! And the way I see it, as long as you're there for me when I need you, we'll be friends for a _long_ time." He finally releases his prey, who gasps as he leans on the ground, "That being said, I really don't have time to do those extra readings Dr. Oobleck gave us today. Think you could take care of that for me, buddy?" He leans down to rub Jaune's hair and gets up with a grin, "That's what I thought." He said while heading back to hang onto the edge, "Don't worry, Jaune; your secret's safe with me." He said ominously before dropping back down to his room as Jaune rubs his neck in pain and worry.

**BGM End**

Unknown to the rivals, Spider-Man heard the entire conversation on the rooftop above Jaune while in stealth mode, _'Cardin's "really" tapping into his inner Flash Thompson. I swear those two are interdimensional cousins, but at least Flash learned to stop bullying and become a nicer guy. Poor Jaune. I know what it's like being blackmailed doing a bully's dirty work. The others were right. Someone needs to break Cardin's legs, or trick him into a locker. I need to talk to Jaune. Help him before this gets out of hand.' _He mentally said.

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

'_Are you sure that's a good idea?' _A familiar elder speaks to him through telepathy.

'_Wha-?' _Peter looks to his right and sees an astral projection of Madame Web's head that can see through his stealth tech and telepathically talk to him, _'Madame Web? You're a floating head lady now? Why are you here?'_

'_To stop you from making a terrible mistake.' _She replied.

'_Mistake? My friend is being blackmailed and bullied. I need to help him.' _Peter argued.

'_Then you'll just be proving Mr. Arc's point.' _Web responded, which got Peter to shut up and recall Jaune's earlier argument about wanting to be a hero without assistance from anyone, _'There's nothing wrong wanting to help a friend, but sometimes the best way to help them is by "believing" in them.' _She advises him, _'You're not the only one seeking inner growth. Leave him be for a little while. When the time is right, that's when you talk to him.'_

'_Then let's hope he won't be kicked to Siberia before I could talk to him.' _Peter quipped, deciding to trust her words for now. Suddenly, more important matters pop-up on his HUD as he picks up the location of one of his tagged spider-tracers, _'The tracer I tagged on that flying nutcase. He's back. Time to take care of unfinished business.' _He leaps off the rooftop and swings into the night to confront the mysterious armored flyer again.

**BGM End**

* * *

**City of Vale**

**BGM-Spider-Man 3 (Game) OST-Boss Fight**

"AAAAAAAGHHHH!" yelled out a White Fang solider as they are blasted to the ground, dead, by their unknown assailant. Outside a warehouse that was used as a hideout for the terrorist group, a whole army of White Fang soliders were easily killed by the same armored mercenary Spider-Man pursued before. None of them were able to scratch the mercenary's armor, as they were too busy questioning his motives but received silence and death.

The armored mercenary stabs the remaining W.F. goon with his energy blade and throws them aside to perish. He was about to leave the premise until his sensors picked up an enemy signal approaching him at high speed. **"Don't leave yet. The party's just getting' started!" **An armored webslinger flies into the scene, firing repulsors that push back the mercenary. Spider-Man lands dramatically into a super heroic pose while equipped in his Iron Spider Armor, combat-ready to engage against this mystery man. **"You're not the only one with fancy duds to show off. Say hello to the Iron Spider! Don't think you'll escape from me this time!" **He claims as he stands to confront the armored mercenary, taking a quick glance at the dead bodies he left, **"Nice mess. You planning to clean up after yourself? Why are you attacking the White Fang? Don't get me wrong, these guys are annoying and need to be taught a lesson, but they don't deserve to be killed. Who are you, and what are you after?" **He asked the armored mercenary.

"**The name's MACH-X…" **The armored villain finally says something, as he folds-out an unusually large amount of rocket launchers hidden all over the surface of his armor, which are all targeted at a shocked Spider-Man, **"And **_**you **_**are my target."**

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Red Suit)**

MACH-X fires a hefty barrage of explosive rockets at Peter, **"At least I know who he is before I get blown to bits." **He jokes while using his reflexes to dodge and narrowly swerve from the dozens of rockets trying to blow him up, **"Where does he get this stuff?! I've heard of **_**countries **_**with smaller arsenals!" **He evades a rocket and quickly grabs it with his webbing to throw it right back at its owner. Mach-X quickly projects a holographic shield to block the explosion, disabling it in time to clash with the incoming Spider-Man and his quick attacks. He goes for a swing with his wrist energy blade, but Spidey slides under his legs and pummels him in the back before blasting him away with his repulsors, **"Watch your back next time."**

Mach-X quickly bounce off from the ground to hover in the air and throw mini-bombs at the armored hero. **"Wuh-oh!" **Peter remarks, quickly jumping away from the large explosion and leaving the mercenary enough time to flee into the sky, **"You're not getting away from me this time. My armor's powered by my new R.T. Node! There's nowhere you can run!" **He boasts, firing up his jet boots to instantly fly at mach speed into the nightly sky. Mach-X flies above the clouds as he waits for Spider-Man to show his face, **"Ready for another round?" **Spidey taunts him. Mach-X boosts towards the annoying hero while firing energy beams from his gauntlets. Spidey does the same thing, boosting towards him while firing repulsors to counter his blast. They continue firing their respective beams as they charge closer and closer at each other, until their beams collided so close to each other they emitted a large bright light that shook the sky with a loud thunderous explosion and blew them both back.

Mach-X quickly recovers in midair and unleash homing missiles at the recovering Iron Spider, who quickly flies above the clouds while avoiding the heat-seeking missiles, **"Why aren't girls this attracted to me like these heat-seeking missiles?" **He jokes while quickly turning his back around in mid-flight and blast each missile into smithereens. This gave Mach-X the chance to fiercely tackle the bug while he was distracted, grabbing his helmet and ruthlessly throwing him through the clouds and chasing him down with powerful beams that blast him onto a rooftop.

Spidey recovers from the crash and narrowly avoids getting stabbed to the ground by his foe's energy blade. He bounces back into the air, while unveiling his four mechanical spider-arms from his back and firing a quick barrage of energy blasts to force Mach-X to block, until his guard was broken by a fierce flurry of attacks from the webhead's fists and waldoes. **"Don't be jealous your armor can't do this. It's exclusive to hard-working, butt-whooping spider-heroes that are as awesome and cool as me." **Spidey joked.

The silent mercenary thought quick, managing to summon a hard-light energy cube surrounding his whole body to protect himself from the assault and deflecting the spider. He quickly disables the energy barrier and almost blasts the spider off the roof, but he stabbed the ground with his waldoes to save himself while charging his gauntlets to unleash an enhanced repulsor blast that sends the mercenary flying off the roof. **"Repulsor Webbing. My design. How awesome am I?" **Peter gloat. He flies towards the flunged mercenary while charging his right fist with repulsor webbing, and when he got close enough, he unleashed a powerful right hook onto his body that further smash him through several tall buildings until he crashed into the river.

**BGM End**

"**Even armored maniacs need a bath." **Spidey quips while hovering in the sky.

The webhead dives deep to the bottom of the river searching for any sign of Mach-X. He uses his eyes. His Spider-Sense. His onboard sensors scanning for any signs of the mercenary, but mysteriously found nothing, **"He's gone. How did he escape already? I can't seem to trace the Spider-Tracer I tagged him. It must've been jammed or destroyed during the fight." **He wondered before flying out of the river and hover above it, looking around his surroundings for any sign of Mach-X but still couldn't find him, **"First I'm not allowed to help Jaune while he's being blackmailed by Cardin, and now I lost the guy who has enough firepower to destroy a city. Some friend and hero I am. I should just call it a night." **He said stoically, feeling guilty for Jaune's problems and losing Mach-X as he flies back to Beacon.

**BGM-Sonic Heroes OST-Disquieting Shadow**

Unknown to the wallcrawler, his armored foe was closer to him than he thought. High above the city where they just fought, Mach-X hovers above the clouds while uncloaking his camouflage mode. **"Combat capabilities, tested. Iron Spider data, copied. Mission complete. Returning to base for armor upgrades." **He said ominously before disappearing into the night.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: For those who are unware of your Marvel lore, the codename "MACH-X" is the current alias for Abner Jenkins (aka the Beetle) from the comics, although the armor in this storyline is based on "Mach-IV" from the Avengers Assemble cartoon. Basically in this story, Mach-X is Remnant's version of the Beetle.**

**Guest Isa: Who knows?**

**Jufesocar: Sonic Boom is in its own alternate universe, different from Modern Sonic. No plans for Knull or anything symbiote-related. The D-Avengers have long disbanded in the current story and I have no plans for Robbie Reyes.**

**Guest 2 (Chapter 17): I've already done adaptations of Sonic Colors and Sonic Generations. They're called **_**D-Avengers: Web Up the Stars **_**and **_**D-Avengers: Generations **_**respectively.**

**Guest 3 (Chapter 17): I have terrible memory, so I have no idea what you're talking about or what I said about Ruby. I was probably wrong. She already gone through several forms of hell in this and future stories that made her suffer.**

**Next time: Forever Fall!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	19. Vol 1 Issue 18: Class Trip

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! My buddy Jaune from school has been getting bullied by this jerk named Cardin, and now is blackmailing him to do his dirty work if he wants to stay in this school. I want to help, but I have my own problems regarding that armored lunatic calling himself "Mach-X". What does he want? Who is he working for? It's hard being a superhero sometimes.**

**BGM End**

* * *

_Vol 1 Issue 18: Class Trip_

**City of Vale**

**BGM-Marvel's Spider-Man (PS4) OST-** **Free Roam/Open World Music Theme 2**

"Paging, Mach-X! Paging Mister Mach-X!" Spider-Man shouts the name of his newest adversary while swinging high and low through the afternoon skies of the city, "C'mon, Mach! It's been a few days since we last talked. You haven't called, you haven't write." He jokes while running alongside a building before leaping off to swing some more. "Where could that guy be hiding? I have no leads on his whereabouts and know next to nothing about him except his armor is _incredibly_ advanced and is too shy for a conversation. For all I know, he's in another kingdom. That would be a problem."

During his relaxing swing, the webhead gets a call from Pyrrha through his Webware, "It's Pyrrha. Highly doubt she knows anything about Mach-X. Transmit the call to my mask. Voice only." He commands his wrist device, as it transmit the call to answer wirelessly through his HUD while swinging hands-free, "Hey Pyrrha. What's with the afternoon call?"

'_You of all people should know why I'm calling.' _She replied.

"Is this still about Jaune?" Peter remarked.

'_Yes. Seriously Pete, ever since we had that talk on the rooftop, he hasn't been himself. He's now hanging out with Cardin of all people. That doesn't make sense.' _Pyrrha said.

"I'm _sure _there's a reason for that." Peter replied, knowing his friend is being blackmailed to do Cardin's bidding.

'_He needs help. You should go talk to him.' _She requested.

"Why me? Aren't you his teammate?" Peter asks while parkouring on several rooftops.

'_One, you and now Jaune like to arrive late to bed. Two, I'm still mad at him for rejecting my help. And three, you have experience with bullies. You should know how to help him.' _She explained herself.

"I want to help him. Really. But neither of us have been given the chance to see each other. I'm just waiting for the right moment." He said, internally cursing his heroics for interfering with his tasks to help his own friend.

'_But as his friends, we need to do everything in our power to help him now.' _She argued.

"And as his friends, we should respect his wishes." Peter calmly argues, silencing her for a moment while he explains his reasoning, "Jaune wants to prove himself. To grow not just as a leader and a warrior, but as a person. There are some problems you need to tackle alone, even when those problems were caused by your own mistakes. But it's through those mistakes that'll help you improve as a person. The best thing we could do right now for Jaune is by believing in him so he could learn to trust us just like we trust him." He finished.

'_Hope your right.' _Pyrrha remarks somberly.

"I hope so too." Peter responded.

'_Y'know, for someone who is reluctant being a mentor and is constantly seen as lazy, you give great advice.' _She kindly compliments him.

"All part of my natural charm. I'll see if I can talk to Jaune later. Gotta make a withdraw." Peter jokes, as he spots some thugs robbing a bank below.

'_You have money?' _She joked.

'Oh, ha ha." Peter dryly quips, hanging up the call while he dives headfirst to stop the robbery.

**BGM End**

* * *

**That night at Beacon Academy…**

**BGM-RWBY OST-** **EP 13 Score - Forever Fall Pt 1**

A sadden Pyrrha looks out the window of her dorm still thinking about Jaune. Ren minds his own business loading his weapon while Nora is jumping on her bed asking her friends, "How come Jaune gets home so late?"

"He's become rather scarce since he started fraternizing with Cardin." Ren replied.

"That's _weird_…Doesn't he know we have a field trip tomorrow? We need our rest!" Nora proclaims while twirling in midair so her back hits the covers.

"I'm sure our leader knows _exactly _what he's doing." Pyrrha responds bitterly.

Her teammates exchange glances, wondering why she sounds so angry. "Mmmm…I guess so." Nora remarked.

Unknown to the group, Jaune himself is silently watching them through the crack of the door but doesn't have the courage to confront them with his problems. He hangs his head and closes the door, just as a voice interrupts his thoughts.

"Hey, Jaune!"

Jaune turns around startled when he sees Ruby in her pajamas, who giggles at his reaction, "Long time no see! Did you lock yourself out again!" She asks him.

"Oh, uh, nope!" Jaune nervously chuckles while raising his Scroll to her, "Got it!"

"So! Where have you been lately?" Ruby asks him.

"I, uh…" He tries to come up with some excuse, but just sighs as he has nothing and lowers his head in shame, "I messed up. I did something I shouldn't have, and now Cardin has me on a leash, and Pyrrha won't even talk to me, and…" He breathes heavily through his nose, "I'm starting to think coming to this school was a bad idea," He presses his back to his team's door and slides down to the floor in depression, "I'm a failure."

And Ruby responds to his little confession with a simple, "Nope!"

"Nope?" He looks at her in surprise.

"Nope! You're a leader now, Jaune. You're not allowed to be a failure." Ruby said.

"But…what if I'm a failure at being a leader?" He asks somberly.

Ruby thinks about it for a moment before giving him an answer, "Nope!"

Jaune chuckles as she joins him on the floor, "You know, you're not the easiest person to talk to about this kind of stuff."

"Nope!" Ruby casually says as Jaune leans into the door some more.

"You can talk to me. I love conversations."

Both leaders turn their heads to see Peter walking towards their direction after a hard day of superheroing. "Hey Pete." Ruby happily waves at him, who waves at her back with a smile.

"Peter…You're not still mad at me, are you?" Jaune shyly asks while looking away from the hidden hero.

"Nope." Peter quips as he leans next to Jaune's door with his arms crossed so he could talk to his depressed buddy.

"Jaune, maybe you were a failure when you were a kid..." Ruby said, causing him to groan and sink lower to the ground, "…and you might've even been a failure the first day we met!" She continued, as he groans and goes lower still.

"Don't let your past failures discourage you." Peter speaks to him next in a mature tone. "I've been a failure for as long as I can remember. Heck, I still make some boneheaded mistakes from time to time. But I've learned not to let my failures distract me from what's important. Want to know what it is in your case?" He asks the blonde leader.

"Uhhhhh…" Jaune responds cluelessly.

"It's not just about _you _anymore." Ruby decides to be the one to tell him. "You've got a team now, Jaune. We both do! And if we fail, then we'll just be bringing them down with us." She gets up, standing next to Peter and places her hands on her hips as she continues speaking, "We have to put our teammates first, and ourselves second. Your team deserves a great leader, Jaune. And I think that can be you."

Peter continues, "Looking at you reminds me of a mentor of mine. He was bullied a lot too and had health problems that prevented him from joining a war. But through his courage alone, he stood up to those bullies and became one of the world's _greatest _heroes. He is my inspiration, and a good friend. You two also sport blonde hair. You might like each other." He smiles while comparing Jaune with the Legendary Avenger himself, Captain America.

"Who's this great hero? Can I meet him one day?" Ruby excitedly asks the brunette as they walk over to their door.

"It'll be hard to contact him. He's one of those really old guys who's still amazed by the internet." Peter quipped.

Feeling slightly inspired by their words, Jaune watches Ruby open her door as she waves at him, "Have a good night, Jaune!" She says with a smile as she and Peter go inside their room to sleep.

With new energy, Jaune pushes himself off the ground and faces the door, ready to turn the knob and face his team, but his Scroll beeps and he pulls it off of his side to open it, seeing Cardin's contact relaying a message, _'Hey! It's your buddy Cardin! I know you're probably busy with that Dust project I gave you, buuuut I'm gonna need you to go out and get me a bag of Rapier Wasps.' _He says, as Jaune makes a terrified sound in response as he continues listening, _'And make sure they've got some REALLY big stingers! It's important, so don't screw this up!' _Jaune closes his phone just when it begins to beep again. Sighing, he wearily heads down the hallway and away from his room.

* * *

**The Next Day…at Forever Fall**

Professor Goodwitch is leading today's field trip through the bustling red forest for an important assignment. Teams RWBYP, JNPR, and CRDL are the students participating, with those like Peter and Ruby marveling at the beautiful forest they're walking through. _'This is the forest where I first arrived in this dimension. Looks beautiful during the day. Wonder if the crater I left is still here?' _Peter mentally joked.

"Yes, students, the forest of Forever Fall is indeed beautiful. But we are not here to sight-see." Glynda said to the group as they continue through the area. "Professor Peach has asked all of you to collect samples from the trees deep inside this forest, and I'm here to make sure none of you die while doing so."

The group stops, and Jaune, grunting and carrying a large case with seven empty glass jars on top, tries to catch up with them and ends up bumping into Cardin. The bully scowls at Jaune, who attempts to feign innocence by whistling tunelessly. Glynda holds up a full jar to represent their objective as she explains their assignment, "Each of you is to gather one jar's worth of red sap. However, this forest is full of the creatures of Grimm, so be sure to stay by your teammates. We will rendezvous back here at 4 o'clock. Have fun!"

While Yang and her sister smile at one another, Jaune attempts to sneak away from Cardin to his team, but the blackmailer sees this and grabs the noisy Jaune by the back, "Come on, buddy – let's go!"

Jaune miserably looks up at his team, where Nora and Ren are already walking into the forest's depths and Pyrrha is staring sadly at the scene. Dropping his gaze, Jaune turns and follows CRDL, to the disappointment of a sighing Pyrrha before she continues on.

Peter stands there watching Pyrrha sadly walking away from Jaune, as he's being dragged to join Cardin's group, _'Poor Pyrrha. I can tell Jaune means a lot of her. She reminds me so much of Mary Jane. MJ was constantly worried about me whenever I'm out Spider-Manning, which was part of the reason we broke up. Don't want that friendship to end between Pyrrha and Jaune. Speaking of Jaune, what was that large case he was holding? Seemed "dangerously" suspicious. I should keep my guard-up in case it's not food for a picnic.' _He remarks before regrouping with his team.

Meanwhile, Team CRDL is making themselves as comfortable as possible by leaning on stones, trees, and the ground while Jaune returns to the group with seven full jars, setting them down just as he collapses face-down. The surrounding team gets up in response. "Hey, great work, Jauney boy! Now that wasn't too hard, was it?" Cardin mockingly asks him.

"I think I'm allergic to this stuff…" Jaune says while sounding dizzy, still lying on the ground cross-eyed.

"Greeeeat, great, great. So, Jaune, I bet you're asking yourself, 'Why did my buddy Cardin ask me to collect _seven_ jars of tree sap when there's only _five_ of us?" Cardin tauntingly asks.

"That is one of the many questions I have asked myself today, yes." Jaune nods exhaustedly.

"Well, come with me, and you'll find out." Cardin says, as Jaune sits up moaning and gulping in worry.

Now perched on a hilltop overlooking the other students, team CRDL - plus Jaune, squeezed between Cardin and Russel Thrush - peak their heads over the crest and watch as everyone is retrieving their samples of sap. Ren, kneeling to collect it from a tree, passes a full jar to Nora, who "Mmmm!"s at the gift as Ren trades it for the other jar in her care. He turns back to the tree and starts filling it up before panning back to Nora, now with an embarrassed smile covered in red and an empty jar in her hands.

Jaune turns to this left to his bully, "Cardin, wh-what's going on?"

Cardin stares sharply at the unsuspecting group with a simple response, "Payback."

Jaune's eyes widen in understanding of Cardin's plot. "Pyrrha…Peter…?" He watches each of them gathering more sap from a tree, "Wh-what are you-?"

Cardin pounds his fist on the ground as he says, "That's the girl. Red-haired know-it-all, thinks she's so smart. Same with Puny Parker with his _fancy_ tech and his _annoying_ jokes. Alright, boys…" He pulls out a buzzing cardboard box with a large "W" written on its sides, "Last night, old Jaune here managed to round up an entire box of Rapier Wasps, and now, we're gonna put him to work.

Russel grabs Jaune by the shoulder, who barely laughs in nervousness while Cardin continues, "Now, according to one of the essays you wrote for me last week, these nasty things _loooove_ sweets." He says, seeing Pyrrha finish her sap collection and Peter having trouble collecting more, "I'm thinking it's time we teach _them _a thing or two." The members of CRDL get up, with Cardin offering his hand to Jaune, only to painfully yank him up on his feet and shove two jars into his grasp. "And _you're _gonna do it."

"Do what?" Jaune remarked.

"Hit each of them with the sap!" Cardin says, leaning closer to Jaune's face, "Either that, or I'll have a chat with Goodwitch, and you'll be on the first airship out of Beacon."

Jaune looks down at the jar of sap in his hands and then up at the four grinning teammates waiting to see what happens. Jaune turns towards the group and aims his throw at an oblivious and smiling Pyrrha, and at Peter who's collecting more sap from another tree. The outworldly vigilante feels a familiar sensation in his head as his Spider-Sense warns him of danger behind him, _'Spider-Sense tingling, and I have an idea who to blame.' _Peter's eyes turn stern red as he subtly activates his X-Aura. Without turning around but focusing on his spider-sense, he sees Team CRDL and Jaune by recognizing their auras in the mental image of a colored silhouette, _'What prank is Cardin forcing Jaune to pull on me? I could easily dodge it, but like Madame Web said, I gotta believe in Jaune that he'll make the right decision. This is your chance. Prove to me and Pyrrha that you'll do the right thing.' _He mentally expresses his belief in Jaune while standing up with a full jar, while only sensing his friend through his aura.

Jaune is trying to steel his nerves and shake his hand to do the deed, but ultimately steels himself for what he's about to do as he simply says, "No."

"What did you say?" Cardin retorted.

Jaune grips onto one of the jars tightly as he retorts, "I said…NO!"

Peter smiles to himself as his spider-sense isn't warning him of danger anymore, meaning Jaune has finally begun to rebel against Cardin's bullying. _'Yes. Good job, Jaune.' _He quickly glances his surroundings to find himself alone and unwatched, allowing himself to freely jump onto a branch and leap off several towards Jaune's direction. He secretly lands on a branch of a tall tree above Jaune and Team CRDL to spy on them, but what shocked to see that Jaune threw a jar, instantly recoiling his hands to himself as he looks at Cardin's breastplate covered in sap. _'Oh boy. This already isn't looking pretty…' _Peter facepalms, as he knows what's gonna happen next.

Cardin looks at himself and laughs darkly, "Oh, you've done it now…"

**BGM End**

Jaune humorously laughs to himself once more with his hands still raised in an attempt for defense as Dove and Sky grab his shoulders and pull the terrified blonde towards Cardin, who violently punches him to the ground. Peter winces while watching his friend get beat up but doesn't want to get involved yet, _'Hate sitting here on the sidelines, but this is Jaune's fight to win, not mine. Time to see if he has what it takes to rise up and be greater.'_

**BGM-RWBY OST- EP 14 Score**

Jaune groans from the ground as he looks up and sees the sap-covered Cardin looming over him. The bigger warrior picks him up by his front and grins while punching him back to the ground. "You _know _that wasn't very smart, Jauney boy." He picks up the bruised Jaune again while the rest of Team CRDL watches, "I'm gonna make sure they send you back to mommy in teeny tiny _pieces_." He threatened his pathetic prey.

The bruised blonde has his head hanging back as he has this to say to Cardin with fury, "I don't care what you do to me…but you are NOT messing with my team."

Cardin is taken aback in momentarily shock of his defiance and scowls, "What? You think talk like that makes you tough? You think you're a big strong man now?" Jaune smiles in defiance, causing the enraged Cardin roars and raise his fist again, but just as the hit connects, a bright light shines from Jaune. Peter's glasses protected him from the light as he saw what happened as plain as day. As the light fades from sight, Cardin is crying out in pain as he holds his hand. Jaune, now back on the ground but completely healed, looks confusedly at his hands as they faintly glow white. _'He unconsciously amplified his Aura to block his punch. I think that was his Semblance kicking in, and not a bad one at that.' _Peter commented.

While Jaune continue to stare at his hands, Sky kicks Jaune in the back and gets him on his stomach, but he looks up and glares at the approaching Cardin. "Let's see how much of a man you _really _are…" He threatened.

While watching from the branch, Peter's Spider-Sense warns him of incoming danger approaching them from behind, _'Spider-Sense, and it's tingling a big one.' _Just as he thought that, a low growl is heard, and a surprise Team CRDL turns around and sees a large paw crash onto the scene, belonging to a huge Ursa Major with dozens of jagged spikes sticking out from its wide back. It leaps forward and stands over the terrified students, lifting its head in the air to smell the sap on Cardin's breastplate. It lands back on its forelegs and roars at Cardin while his teammates heroically flee.

"That's a big Ursa!" Russel yelled.

Cardin is rooted to the spot when the Grimm swings its claws and knocks him sideways, revealing Jaune cowering behind him. The Ursa continues to sniff, uninterested in Jaune and following its nose to Cardin. He watches at it towers over Cardin, who gets his wits and pulls out The Executioner only for the monster to swipe it away to Jaune's feet. He looks conflicted, wondering whether to fight or run away.

'_Cardin's a jerk, but not even he deserves to be bear chow. I have to save him.' _Peter thought, ready to jump off his branch to kick some Grimm butt. But, he glances at Jaune below for a moment and decided to stay still for a little more, _'Or perhaps…I should believe in Jaune to make the right decision.'_

Meanwhile, the roar of the giant Ursa is heard by the other members of Teams RWBYP and JNPR, still collecting sap on the other side of the forest. "Did you guys hear that?" Ruby asks in concern of the roar as she gets up.

Suddenly, the remaining members of Team CRDL are seen running the other way from the roar through the other students. "Ursa! Ursa!" Russel shouts while looking back, causing him to accidently run into Yang.

"What?!" She remarks, completely unfazed by his collision as she picks him up by the front of his shirt, "Where?"

"Back there! It's got Cardin!" Russel points back from where they came while struggling and still running in the air.

Pyrrha drops her jar of sap as she realizes someone else with Cardin is in danger, "Jaune!"

Ruby quickly looks around her surroundings and also notice Peter is not with them either, "Peter's not here either! Yang! You and Blake, go get Professor Goodwitch!" She orders her sister, dropping Russel as she and Blake nod before following the orders.

Pyrrha looks at her teammates as she and Ruby activate their weapons, "You two, go with them! There could be more!"

Meanwhile, Cardin is attempting to run from the following Ursa, but it leaps over its prey and claws him away. He tries to get up and crawl away, "_Crap_! Crap, crap!" He repeatedly cursed.

Peter continues observing the battle from atop of a branch until he notices Ruby, Weiss, and Pyrrha running up to the battle scene on his left as they remain oblivious to his hiding spot, _'Look. It's the cheerleading squad.' _Peter joked.

"Oh no!" Pyrrha comments on the battle so far, as the four amigos watch the Ursa lean over the helpless victim, raising its paw and swiping it down…only to be blocked by Jaune's shield. He struggles to defend a stunned Cardin from its attempts to lean on him, but Weiss lifts her rapier as she prepares to go help.

"Wait!" Pyrrha stops her.

Jaune takes the shield out from the Ursa's paw and slashes at its stomach, causing it to lash out and try to crush him. He rolls out of the way and jumps over its swipe at his feet, but he is unprepared for when it launches a claw at him in midair. He lands far away, yet is immediately back on his feet and passing Cardin as he charges again. The Ursa knocks Jaune behind it when he tries for a leaping attack, and he looks at the Scroll in his shield to find out that his Aura level is in the red. He grows angry again and starts to run at the Ursa as it also begins to dash towards him.

As they are just about to clash, Pyrrha sees that Jaune has left himself completely open to the Ursa's attack, and lifts her hand out to him, gathering dark red energy in her arm. Just as the Ursa is about to hit him, the glow surrounds Jaune's shield and makes it lift up to block the swipe. Jaune uses the surprise defensive move to lean on the ground, push his shield back up, and swing his blade right through the Ursa's neck. The head falls to the ground as the body slams onto the ground.

'_That power…' _Peter remarks in shock, recognizing Pyrrha's technique from their sparring match.

Ruby sees Pyrrha's hand had stopped glowing as the redhead smiles, "Uhhh…What?"

"How did you…?" Weiss asks, equally as amazed as her partner on the redhead's special ability.

"Well, Ruby has her speed, you have your glyphs. My Semblance is polarity." Pyrrha explained.

"Whoa, you can control _poles_…" Ruby remarked.

"No, you dunce! It means she has control over magnetism!" Weiss corrects her ignorant partner.

"Magnets are cool too…" Ruby whispered, still impressed by Pyrrha's power.

Weiss notice the redheaded warrior leaving as she asks her, "Wait, where are you going?"

"Yeah! We gotta tell them what happened! And we still need to look for Peter!" Ruby reminded her.

"We could... Or perhaps we could keep it our little secret? As for Peter, I'm sure he enjoyed the show just as much as we did." Pyrrha replies, glancing at the branch where Peter is hiding. The vigilante notices her and silently replies with a smile, with the redhead smiling back and winking at him before walking away.

Ruby and Weiss smile to each other in understanding before walking away with Pyrrha. Peter stays for a little more to look at the bruised Jaune sheath his weapon before going over to Cardin. The bully is still covered in sap and looks at his savior offer him a hand. Cardin smiles as he takes it and is lifted back up on his feet. "Holy crap, Jaune!" He congratulates him for saving his life and killing a giant Ursa.

"Don't _ever _mess with my team – my friends – _ever _again." Jaune stares his dead in the eye threateningly, "Got it?"

Cardin looks intimidated, possibly even apologetic. With his order spoken, Jaune turns and walks away from a frozen Cardin, while Peter watches with a proud smile for his friend for finally rising to a better version of himself. _'Looks like Madame Web DID add one more weapon in my arsenal: Belief in the human spirit.' _Peter says while flying through the forest with his hoverboots to reunite with his team, _'I suppose I'd really ought to thank her, but, she's got a big enough head already.' _He joked. And while he flies through the forest, he doesn't notice the astral projection of Madame Web's head appearing into reality with a proud smile plastered on her face.

* * *

**Later that night…**

On top of the dorm building, a uniformed Jaune stands on the edge by himself while looking into the distance at the green lights of Beacon. "Yo, Jauney boy!" Peter announces his presence to his surprised friend, as he and Pyrrha walk to his side.

"No Cardin tonight? I thought you two were best buds?" Pyrrha asks her leader.

Jaune turns to her and Peter, "Pyrrha…I'm sorry. I was a jerk! You and Peter were only trying to be nice, and…I had all this stupid macho stuff in my head-."

"Jaune!" Pyrrha cuts him off with a smile, "It's okay!" She said, as her leader smiles back at her while she adds, "Your team really misses their leader, you know." She says as she begins to walk to the exit, "You should come down! Ren made pancakes!" She sang.

"Can I have some? I'm starving." Peter remarks while approaching her.

"No syrup, though – you can thank Nora for that!"

"Awwww…"

Jaune smiles, but holds out his hand and calls out, "Wait!" causing his friends to turn around while he looks sheepish, "I know I don't deserve it after all that happened, but... would you two still be willing to help me... to help me become a better fighter?"

Pyrrha turns around so a worried Jaune won't see her satisfied smile. Peter looks at Jaune with a shrug as Pyrrha goes up to him and suddenly pushes her leader to the ground as he whines, "Hey!"

Pyrrha stands over him with her arms on her hips and with an evaluating tone, "Your stance is all wrong. You need to be wider and lower to the ground." She offers him her hand, which he graciously accepts, and they continue to hold on to and grin at each other, "Let's try that again."

Peter smiles while leaning his back on a wall as he casually teases them, "You two are _very _lovely together. Want me to take a picture before the honeymoon?"

"Peter!" Pyrrha shouts in embarrassment while she and Jaune are red on their cheeks. Peter lets out a long adorable laugh to see the invincible girl acting so flustered, which quickly got his two friends to giggle before they too laugh out-loud with him during the night.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Nothing too different in this chapter, but next one will be a bit of a doozy as we return to the Green Goblin slowly infecting Remnant with his own meaning of fear.**

**Tristan Waits: Meh. That's what I think of Volume 7.**

**Danny: I noticed you the first time. No reason to repeat yourself.**

**Next time: First glance of outworldly terror! The devil infects Atlas!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	20. Vol 1 Issue 19: The Goblin's Rampage

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! I have conquered the criminal underworld of Vale, so I set my sights conquering the criminals of Mistral. I persuaded Raven Branwen and her tribe of bandits to join my organization in exchange for power and protection from Salem! And now to set my sights on the other kingdoms and see what they have to offer for me.**

**BGM End**

* * *

_Vol 1 Issue 19: The Goblin's Rampage_

**Hellcarrier**

**BGM-Shadow the Hedgehog OST-Preparation for Ritual**

The Hellcarrier flies above the clouds through the night towards an unknown destination, invisible and cloaked so outsiders wouldn't detect its presence until it was too late. Inside the bridge of the ship, Goblin's newest lieutenants, the masked Raven Branwen and Vernal, are watching live video footage of her tribe members training in the training room. Her own men have been injected with the ISO-Oz Compound that had transformed them into goblins. The bandit goblins are loving their new strength and abilities, testing them in the training room along with their own Goblin Gliders and a bag full of deadly Pumpkin Bombs.

While the lead bandits are mildly intrigued by their tribe's transformation, they were interrupted by the loud cackle of the Goblin King entering the bridge, _**"Mwahahaha! It would seem your tribe is adapting well to the ISO-Oz Compound. Aren't you happy? I kept my promise. I have transformed them into the strongest soliders through my genius!"**_

"The new weapons and tech you provided are rather impressive. Not exactly a big fan of their hideous green skin or the occasional mad cackle." Raven remarks stoically as the Goblin approaches her.

"_**Green is all the rage. Be glad they weren't juiced with gamma radiation, otherwise the rage is ALL they'd think about." **_Goblin jokes with a sinister smile. _**"The ISO-Oz Formula is the keystone to unlock our full evolutionary potential. Who knows what crazy power it would grant an individual? Immortality? Omnipotence? Perhaps both? Combined with my genius, we can produce an endless arsenal of immense power. It's not too late to take your flu-shot of the Oz-Compound. You and Vernal would look great in green." **_He jokingly said.

"As if. The standard ISO-8 is just fine." Vernal stoically denies his offer to be infected with the Goblin Formula.

"_**You're missing out."**_

"Where are we going, Goblin?" Raven says, wanting to switch to a more important topic that doesn't get on her nerves.

"_**Ah yes. Since we didn't get blown up by their beam turrets, I assume we have successfully infiltrated the Kingdom of Atlas' borders thanks to my revolutionary cloaking technology, also powered by ISO-8." **_Goblin quips, standing on the central platform surrounded by holo-screens that command and control the whole ship.

"I thought we were heading to Vacuo. What is it in Atlas you want done already?" Raven asked.

"_**I'll explain, but first, a pop quiz. What do you know about the Kingdom of Atlas?" **_Goblin ask his bandit partners.

Vernal answers as she explains to him about Atlas, "Atlas is the youngest and arguably most successful kingdom. Their technology is the most advanced in the world. It was the kingdom that was responsible for the invention of the Cross Continental Transmit System, and is the headquarters for the Schnee Dust Company and the Atlesian Military, widely regarded as the world's strongest military power."

"_**Very good. They sound like the America of Remnant controlled by Apple." **_Goblin quipped.

"We have no idea what you're referencing." Raven remarked.

"_**I don't expect you to, but know I have important business in the kingdom that'll flip the kingdom upside down." **_Goblin said with a devious smile.

"Interesting. What makes Atlas so important in your plans?" Raven asked.

"_**Just want to have a little fun. Quietly say hello as I cause a massive breakout at a maximum Atlas prison to recruit their most dangerous criminals." **_Goblin jokingly tells them his new mission at Atlas, which certainly surprises the likes of Vernal.

"You're insane." Raven responded.

"_**Understatement of the century, and it gets even better." **_Goblin quipped. _**"In order to complete my ultimate weapon, it needs a power source of tremendous energy. Merlot has started development on a device to provide the power, but I've recently hacked into the Atlesian Military's database to learn they've ALSO been working on a secret experimental Dust Reactor prototype, for military purposes and world peace and all that crap they tell the public. Stealing it would save me weeks of research and development while weakening their resources." **_He explained more of his sinister plan to attack Atlas while showing them a hologram of an Atlas Prison.

"You did hear Vernal describe the Atlesian Military as the 'world's strongest power'. Even I would think twice going to war against them." Raven comments on his insane plan to attack the kingdom.

"_**How do you think I 'procured' this Hellcarrier in the first place?" **_Goblin quips, implicitly telling the lady bandits he stole this Helicarrier from SHIELD single-handedly.

"I thought you want to keep your little 'Goblin Nation' a secret." Raven remarked.

"_**And we'll handle this operation 'secretly', between myself and my newest ally." **_Goblin replies with a devious grin, as he gestures his hand to the entrance into the bridge.

**BGM End**

**BGM-Shadow the Hedgehog OST-My Perfect Plan**

Right on que, a familiar armored mercenary with his X-shaped backpack walks into the bridge stoically, showing little emotion since his face is hidden behind his glowing red, Y-shaped lenses on his hi-tech helmet. The mercenary stand alongside the grinning Osborn as he introduces him to his partners, _**"Ladies, meet MACH-X. No doubt none of you have heard about him. He likes to keep his origins a secret. He's not much of a talker. I can reveal he is one of the world's most ruthless and deadliest mercenaries, packing the most advanced armor in the world that would make Tony Stark cry in jealously. I hired him to gather access codes on Mantle and Atlas' security systems, which will make it easier to humiliate their military. Want to join us on the fun? We can make room for two more."**_

"No." Raven replied. "I'm only working for you for my own protection from Salem. Not to potentially get myself arrested by the military if this plan fails."

"_**You need to get out some more. Live a little and have fun. Tell you what? Grab a soda and some popcorn and stay here with communications so I may entertain you on the secret carnage I'm about to bring to the kingdom." **_Goblin quipped.

"How are you going to _secretly _defeat the Atlesian Military?" Vernal asked the king.

"_**Divide and conquer." **_Goblin answered. _**"While I infiltrate the Atlas Prison, Mach-X will unleash THIS little disaster onto Mantle." **_He takes out a small canister filled with a dangerous-looking red substance and shows it to the bandits.

"What is it?" Raven asked curiously.

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Music 5**

"_**GR-27, but I like to nickname it 'Devil's Breath'." **_He answered. _**"It is a serum designed by Oscorp that could cure any disease if completed. In its imperfect state, it can be used as a highly dangerous bioweapon that has the potential to cause a global pandemic. I made some modifications using ISO-8 and another compound to make it 'nearly' incurable. The effects are so strong it might make the Grimm vomit to death." **_He explained his Devil's Breath.

"You created a serum that could theoretically _save _mankind, but instead want to use it to _destroy_ it?" Raven summarizes his insane plan.

"_**Perfect time to test it, eh?" **_Osborn darkly remarks with a sadistic grin. _**"Mantle will go into a state of complete disarray from the virus while Atlas will be flooded with escapees from prison, spreading the military thin while I claim my prize, and best of all, they'll have no idea who to blame." **_He chuckles as he makes his way to the exit alongside Mach-X, _**"C'mon, Mach-X. We got a kingdom to ruin. It is time for this world to experience a TASTE of the ultimate meaning of FEAR." **_He declares lowly with a menacing tone before cackling maniacally.

**BGM End**

* * *

**Later…at the City of Atlas**

**BGM-Spider-Man 3 (Game) OST-Shared Tension (Part 1)**

Atlas is a large metropolitan city in the kingdom of its namesake, sitting atop a floating island above the city of Mantle. The city is extremely advanced, with towers and skyscrapers of all sizes being visible at a distance, all seemingly with a blue color scheme to them. And in the center of the city is Atlas Academy, which serves as the headquarters for the Atlesian Military.

Disguised as a human Atlas Prison Guard, wearing body armor and a helmet that cover his face barring the mouth, Norman Osborn walks among other Atlas Soliders as they make their way to an Atlas Prison so he could initiate his plan. _'So this is Atlas. Looks like a futuristic New York City floating in the sky. And just like with New York, I will slowly rip this city apart piece by piece.' _Norman mentally talks to himself.

As he approaches the entrance into the prison, the disguised criminal is required to show his ID. Norman planned ahead and shows the Atlas fools a fake ID card, allowing him easy access to the interior of the prison designed to hold the most dangerous criminals in the kingdom, _'This kingdom boasts its advanced technology, but this prison is less secure than Ryker's Island. Primitive. This world has only handled Grimm and terrorists. Not genetically-altered superhumans possessing extraordinary power, FAR beyond the Semblance of ANY Huntsmen.' _

Osborn walks around the prison for a little bit, observing each criminal in their cells with looks of interest that he believes are worthy to join his nation. He acts normal around the other guards while holding his firearm. And while no one is paying attention to him, he activates his helmet's HUD to contact his mercenary ally quietly, "I have successfully infiltrated the prison. Send me the coordinates of its structural weakpoints. Then, pinpoint my position and temporarily disrupt the security cameras so they won't track my movements."

Hiding outside the prison, Mach-X interacts with a holo-screen projected from his armor to hack into the prison's security cameras and sabotage them, making it look like no one is in that area, while in reality, Osborn is in plain sight. That won't fool the guards for long, so the outworldly criminal quickly makes his move, secretly planting invisible pumpkin bombs onto the prison's structural weakpoints, including the power grid that powers the entire prison, _'I will punish this world for their ignorance. Humiliate each kingdom under their noses and unify them under MY supremacy. All the bombs are set. Let all hell break loose.'_

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-The Sinister Six**

Osborn stands in front of one of his bombs as he presses a button to activate them all. Suddenly, the bomb explodes, seemingly killing him as he's consumed in the blast radius to hide his tracks, while he transforms into the Goblin to survive and escape. The rest of his bombs explode simultaneously as they blow up half of the prison, destroying the power grid and disabling security, unlocking prisoners' cells. The prisoners have no idea what's going on but they don't care. They're free. Hundreds of the most dangerous criminals in the kingdom break out and rampage out of the prison while the guards are desperately trying to stop them.

* * *

**City of Mantle**

In the city underneath Atlas, Mach-X stands on a rooftop around the busiest section of Mantle while staring at the floating city. He receives an urgent news report of the massive prison breakout happening in Atlas, meaning Osborn has completed his portion of the plan. _'Sounds like Goblin did it.' _Raven speaks to the mercenary through their comm link. _'He was crazy enough to instigate the biggest prison breakout in Atlas history. I believe that is your que, Mach-X.' _She told him to start the second phase of their plan.

The armored mercenary walk to the edge of the roof to silently stare at the busy streets below, watching the citizens going through the motions of their daily lives. He quickly stares at his hand holding Devil's Breath for a moment, before making the decision to hurl it into the air and blasting it open with a laser shot. The blast obliterated the canister, causing the deadly serum to burst into a red fog that slowly spreads across Mantle. Civilians notice the fog as they are quickly effected by its poisonous effects, causing everyone to cough and get sick, screaming for someone to save them from this horrific disease.

"**Devil's Breath has been unleashed onto Mantle. Awaiting further instructions." **Mach-X told his allies.

'_Excellent, Mach-X! This riot and panic will no doubt attract the Grimm to help play with the military for a little while.' _Goblin responded, having transformed and escaped during the prison breakout. _'I am en route to steal the Dust Reactor from Schnee Headquarters. Head for Atlas and recruit as many escapees as you can to the Hellcarrier without being caught by the military. Raven and Vernal, standby. That is an order!' _He orders his allies, as Mach-X flies at supersonic speeds towards the floating city.

**BGM End**

* * *

**Schnee Dust Company HQ, Atlas**

**BGM-Spider-Man 3 (Game) OST-The Mad Bomber #1**

Meanwhile in the headquarters of the largest Dust-mining company in the planet, _**"GRAAAAAAAGH!" **_a large explosion blew a flaming hole into the building that scattered security and employees alike afar as the Goblin King leaps through the hole. Osborn doesn't want anyone to know of his true appearance, so he disguises himself by wearing a hooded purple cloak and a Grimm-styled mask that slightly resembles a Goblin mask covering his face. _**"Knock knock." **_He monstrously chuckles before rampaging through the building, destroying all resistance effortlessly with his monstrous strength and fireballs, _'Time to make like a mindless Hulk and go on a rampage. I'll trick these ignorant fools that I'm just a Grimm with fire powers and a good fashion sense while taking orders from Mach-X. If this company is anything like Oscorp, they should be keeping the Dust Reactor inside a chamber down in the sub-basement. Better make this quick while the military is distracted with the breakout and Devil's Breath.'_

Goblin stands still inside a wrecked hallway while igniting his right fist with his powerful flames. With a monstrous roar, he punches a giant hole through the ground as his flames burn through several floors underneath. The mutated human jumps down the holes for several moments until he crashed into a sub-basement beneath the building, finding himself confronting two guards protecting the entrance into the experiment chamber.

'_There it is.' _Goblin thought.

The laughing lunatic easily kills the guards before busting open the sturdy blast door with his powerful punches. He walks into the chamber to see several scared scientists surrounding a small device floating inside a hard-light barrier in the middle of the room. _'That must be the Dust Reactor prototype.' _He thought.

"What the…What is that monster doing here?!"

'_Hmm?' _Goblin darkly turns his head to the source of the frightened voice to see a middle-aged man with white hair and a thick white mustache, while also wearing a pure white business suit as he shivers in fear of the monster's presence.

The scientists flee for their lives away from the chamber, while several Atlas guards come forth to protect the businessman. "Stand behind us, Mr. Schnee!" A guard instructed him.

"_**GRAAAAAAGH!" **_Goblin effortlessly rushes through their bullet barrage like it's nothing before brutally smacking the guards away and grabbing the scared businessman by his throat before he could escape.

"Let me go! I beg of you!" Mr. Schnee pleads with the monster.

'_Ah yes. I've heard of this one. Jacques Schnee, CEO of the Schnee Dust Company. He runs his company like I run Oscorp. We are alike in many ways. He would have my respect, if he didn't look this cowardly. You don't have the potential to evolve like me. This company is your empire. Command it with an iron fist. Apologize for nothing! Your weakness disgusts me. You are not fit to run this company!' _Goblin angrily throws Jacques at a wall, which instantly knocks him unconscious. He roars monstrously as he smashes the terminal connecting to the Dust Reactor, shutting off the protective barrier and the device itself so he could jump forward and grab it for himself, _'The Schnees are failures to us Osborns! Insignificant specks with an inferior company that doesn't understand power. I will make sure the Osborn legacy reign supreme over BOTH universes!'_

But before he could make an explosive retreat that would probably get Jacques killed, he suddenly hears the worried yells of a son and mother rushing into the room that got his attention. "Oh my god! FATHER! Are you okay?!"

"Whitley, get back! It's too dangerous!"

Osborn quietly turns around to see a young boy that looks similar to Jacques run to his aid, while his mother is desperately trying to stop him from getting closer to the mysterious monster for his own safety. "We were nearby when we heard an explosion! Are you alright, father?" The youngest child of the Schnee family, Whitley, asks while showing concern for his unconscious father.

"Whitely, we have to go! That monster is staring right at us!" His mother, Willow Schnee, is scared and desperately trying to convince her son to flee from the Goblin.

Staring at the Schnee family causes Osborn to suffer a hallucination as he's reminded of his deceased family. He sees his own son, Harry Osborn, replacing Whitley while Willow is replaced with the illusion of the only woman he has ever loved in his life, Emily Osborn. Seeing the hallucinations of the two people he cared about the most causes Osborn to slowly approach the Schnees with a mix of somberness and sincerity, _**"Harry…Emily…"**_

"GET AWAY FROM US!" A frightened Willow yelled, causing Osborn to snap out of his hallucination.

Goblin grunts in pain from suffering a hallucination during an important mission, as he didn't hear the footsteps of a small army of Atlas Soliders coming to the Schnees' aid. "FREEZE!" A solider shout, as the army points their weapons at Osborn.

"_**GRAAAAAAAAAAAAGH!" **_Goblin roars furiously at the soliders, surrounding himself in flames before jumping through the ceiling to escape while being fired upon.

**BGM End**

* * *

**Outside…in the City of Atlas**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Need to Know**

The Atlesian Military are doing their best keeping the streets safe from the riot caused by the massive prison breakout. Civilians have been ordered to run to safe zones until the breakout could be contained, but suddenly, _**"RRAAAAAGH!" **_the Goblin burst out of the ground terrifying the populace with his monstrous roars while surrounded in flames.

"Look out! RUN! What is that thing?!" A civilian yelled as everyone runs away from the cloaked Goblin.

Before he could make his escape with the Dust Reactor prototype, Osborn suffers another hallucination as the Goblin Ghosts return to taunt him about his past and his failures, _'Miss your family, Osborn…Murderer…'_

'_Drove your wife to death…'_

'_Killed your own son…'_

'_Your own creation, Spider-Man, is your enemy…'_

'_Schnees superior, Osborns inferior…'_

"_**LEAVE ME ALONE!" **_An enraged Goblin throws a large fireball at the illusions, only for him to obliterate a car instead with a fiery explosion must've caught the attention of the military, as a small army of them rush to apprehend Goblin. But nothing they throw at him could slow him down. The power of the ISO-8 and the Goblin Formula flowing through his blood is allowing him to make mincemeat of any adversary, whether they'd be Atlas Soliders, the robotic Atlesian Knights, or the prototype Spider Droid. It wasn't until Goblin was ambushed by several white-colored Beowolves that he has never seen before. They pin him to the ground with their bodies, until his body ignited as he blasts them away with a fiery shockwave and a furious roar, _**"RRRRAAAAAAAAAGH!"**_

**BGM End**

While trying to make sense of the white Grimm, Goblin was suddenly caged by a hard-light barrier that was dropped on him while he was distracted. He tries to punch himself free, only to be painfully electrocuted to the ground by simply touching the electrified cage. He's now trapped inside a hard-light cage as he finds himself surrounded by an army of soliders and robots pointing their weapons at him. And he sees they're all being led by a young woman that looks to belong in the Schnee family and a man that he suspects is the general of the Atlesian Military.

**BGM-Spider-Man 3 (Game) OST-Black Tension**

"The creature is contained, General Ironwood." Winter Schnee said to her superior as a Specialist in the Atlesian Military.

"Good job, Schnee." James Ironwood compliments her work as the general of the Atlas' military and headmaster of Atlas Academy. He walks a little closer to Goblin's cage and glares at his Grimm mask, trying to figure out what kind of creature he is, "Never met a Grimm like this before. Not sure if it is a Grimm. Nonetheless, it appears intelligent enough to be taking orders from that armored assailant we saw earlier. I'll contact the Ace-Ops to apprehend him once they're done containing the bio-terror attack down in Mantle while we apprehend the remaining escapees from the breakout. The kingdom's becoming a mess." He said to his subordinate.

"Affirmative, sir." Winter firmly responded to his orders like a true solider.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #2**

Glaring intensely at the Atlas general reminds Osborn so much of another military official that he loathes so much he doesn't even want to think his name. So, the Goblin Ghosts do that for him while he suffers another hallucination, _'Ironwood reminds you of Nick Fury, does he…Fury imprisoned you…Tried to steal your secrets…He and Parker bested you…Failure, Osborn…Fury…Parker…'_

The taunting ghosts is causing his ISO-8-enhanced blood to boil to the extreme as his body occasionally flares with flames, much to Ironwood and Winter's shock. _**"Furrrryyyy…Paarrrkkkrrrrr…" **_Goblin snarls out the names of his most hated enemies.

"The beast can talk?" Winter remarks in shock.

His intense rage is causing him to unknowingly draw out more power of his ISO-Oz compound in his systems. His powers are beginning to evolve as the cosmic energy in his blood is enhancing his flames as they flare out more and more, slowly burning his seemingly indestructible hard-light cage. _**"Furrrrryyyy…Fuuuurrrrryyyyy…" **_He angrily repeated, mistaking Ironwood for the Director of SHIELD, much to the general's confusion. His intense flames surround his body into a large fiery sphere that resembles the sun, as it grows larger and larger and consumes his cage into his flames.

A solider uses their Scroll to scan Goblin's energy readings, only for it to break as the readings go over the limit of anything they have ever scanned before, "Holy…This creature's going nuclear!"

"EVERYONE, GET CLEAR!" Ironwood shouts at his men to flee before the monster explodes.

"_**FUURRRRRRRYYYYYYYYYYY!" **_Goblin furiously yells at the top of his lungs, as his body goes into a supernova and unleashes a new power in the form of a colossal inferno that craters the ground and demolish everything it, from cars to buildings to even unlucky people. Fireballs rain down from the inferno, as Winter does her best to protect herself and her boss from them and the devastating explosion using her glyphs. She deflects several of the fireballs, only to be stunned with fear as the fiery Goblin suddenly leaps towards her and yells, _**"FURY!" **_as he violently backhands her aside through a building. Goblin ruthlessly punches Ironwood across the street to a near-unconscious state, depleting him of most of his aura. Goblin rushes to kill the general, only to be fiercely attacked by the returning Winter. He blocks her annoying sword slashes with a fiery barrier until she was blasted in the back by a surprise Mach-X hovering above her.

"What-?" Winter remarks to the mercenary's sudden appearance until she was shockingly grabbed by the head by Goblin.

"_**Drown in Devil's Breath! AWAY WITH YOU!" **_Goblin furiously hurls the specialist straight out of the floating city so she could plummet to her death.

It's a long way down to Mantle, and Winter is already halfway there falling to her grave. She does everything in her power to retain her consciousness as she is moments away before crashing into the former capital. Thinking quickly, she uses her remaining Aura to summon a Manticore to ride on mere seconds before crashing into the city. She glides over the city, which was overrun with Grimm for a while until that problem was dealt with, but the problem of Devil's Breath still remains in the air, and still potent enough to infect the Schnee solider. Winter coughs badly as she loses concentration of her summon and slip off it, crashing onto a rooftop while unconscious and infected by the disease.

Back on Atlas, Ironwood regains enough of his consciousness to see Mach-X and the Goblin standing together, with Goblin holding the Dust Reactor prototype in his hand to taunt the general. "The prototype?! Why are you stealing that?!" He demands an answer while pointing a gun at the criminals.

"**For an experiment. Goodbye, general." **Mach-X speaks for Goblin, to trick Ironwood into thinking he's the mastermind behind this attack on Atlas.

"Wait!" Ironwood fires at them, but it was too late. Their secret Hellcarrier has teleported them back to the ship before they were shot, as if it was going to hurt them anyways. It is probably the worst day in Atlas' history. Though the military was able to contain the breakout and kill the invading Grimm, enough of the prisoners escaped to parts unknown, the mysterious criminals escaped with the stolen Dust Reactor, and Mantle is being quarantined because of Devil's Breath that has infected hundreds of civilians, including Winter Schnee. Ironwood is momentarily stunned by tonight's horrific actions, but regains most of his composure to do what he can to find a cure to Devil's Breath, if a cure can be found in time.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Well, shit. In just one night, Goblin has severely crippled the Kingdom of Atlas with his own genius and power alone. The power of ISO-8. Do not underestimate its power, as you will see as we continue this story.**

**superjoeyf721: An X-Aura is basically exclusive for genetically-altered metahumans: Regular Aura x ISO-8 x the source of your superpower (ex. Spidey's radioactive blood), which was further explained in the "X-Aura" chapter. And Peter created his Webware in the "Icyhot Heart" chapter.**

**Danny: That's basically what I did in the original story.**

**Duncan: Peter's X-Aura is important if he wants to survive the coming trials involving the Green Goblin and his terrible plan for both universes. Goblin is a MUCH bigger threat than Cinder, or even Salem, at this point.**

**Don: How about you be patient and wait if they have a rematch?"**

**Next time: Kingdom of Poison!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	21. Vol 1 Issue 20: Devil's Breath

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! I had SO much fun crippling the Kingdom of Atlas by causing a massive prison breakout and infecting Mantle with my newest creation, Devil's Breath, leaving their military utterly humiliated, all so I could steal their Dust Reactor prototype! The Atlesian Military is no SHIELD! They never faced someone like me with unrivaled power and intellect! And now, their precious kingdom will soon fall to my Devil's Breath as they pay for their ignorance! No one can save you now, Ironwood! AHAHAHAHAHAHA!**

**BGM End**

* * *

_Vol 1 Issue 20: Devil's Breath_

**Beacon Academy, Kingdom of Vale**

**BGM-Yugioh GX OST-Duel Academy**

It's the last few minutes in Professor Goodwitch's class before the bell rings as Team RWBYP among other students listen carefully to her lecture. Almost everybody. Weiss gives an awkward stare at a sleeping Peter sitting next to her, while resting his head in his hands after a long night being a superhero. In front of the class, Glynda also notice Peter sleeping in class. With an annoyed glare, she shouts, "Mr. Parker!" just as the bell rang to wake him up.

Peter instantly wakes up, startled by her angry voice as he unintentionally activates his X-Aura. His eyes turn red and go slit as he presses his hands on the long table, accidently breaking it into two with his abnormal spider-strength and holding the large pieces with his hands, much to his embarrassment. His classmates laugh at him for breaking the table, while his teammates either look embarrassed, shocked, or chuckle in Yang's case.

Glynda sighs, shaking her disappointed head at Peter for not mastering his new Aura yet, "Sleeping in class. Destroying school property. Really Mr. Parker, I am concerned how you're going to graduate in four years if you can't control your own strength."

"Hehehehe…" Peter sheepishly chuckles as his eyes turn to normal, while Weiss sighs and shakes her embarrassed head.

**BGM End**

**BGM-Yugioh GX OST-Osiris Red**

After that embarrassing moment in class, Team RWBYP walk through the hallway with their belongings while having a friendly conversation between each other. "Seriously Peter, get a grip on that X-Aura of yours before you destroy the whole school." Weiss told him.

"I've been trying, but my analysis keeps telling me my Aura is 'imperfect' and it'll be difficult to control. Like it has a mind of its own or something." Peter conversed.

"That's because you've been staying up too late these days. What are you doing?" Weiss asked.

"I'm a photographer for the VNN, remember? It's a very busy job." Peter replied, while also not revealing his superhero activities to her.

"That causes you sleep deprivation? You need a better sleep schedule." The heiress responded.

"Tried it. Didn't work. Blake can vouch for me." Peter quips, pointing his thumb to the hidden faunus.

"Uh-huh." Blake responded.

"Your X-Aura produces immense destructive power. I'm sure we'll find some way to help you control it. It might be the key unlocking your Semblance." Ruby said with a smile.

"Not just a Semblance. An X-Semblance! You'd be unstoppable with one. Unless it's something completely lame." Yang quipped.

"Knowing my luck…" Peter quipped, believing he would have a lame X-Semblance if he unlocks it.

**BGM End**

**BGM-Mega Man X8 OST-VS. Sigma Demo**

During their little stroll through the hallway, Weiss receives an urgent call from her Scroll. She takes out her phone to see who is calling her. But as she takes a closer look at the caller's name, her face goes into silent surprise. She looks at her teammates and tell them, "I have to take this. I'll see you guys in the dorm." before rushing off through the hallway.

"She looked spook. Wonder what's urgent?" Ruby wondered while standing with her remaining confused teammates.

Weiss found a nice, quiet place outside where she could be alone to answer the urgent call. She answers it and places her Scroll next to her ear to speak with the familiar caller, "Mother? I…I wasn't expecting to hear from you. Is everything alright…?" She asks, strangely acting nervous while talking to her mother.

'_Weiss, please, you must return to Atlas! Something terrible has happened!' _Willow replied with an urgent tone in her voice.

"What happened in Atlas?" Weiss asks, sounding worried that this might be a family issue.

'_Yesterday, the kingdom was suddenly attacked by strange people that caused a massive prison breakout and infected Mantle with a deadly disease. One of the victims is your sister…' _Willow said, shocking her daughter to the core that Winter is among the victims caught in the bioterror attack, _'She's now sick and hospitalized in bed. Your father has hired the top scientists in the kingdom to work on a cure, but we're unsure if we'll find one in time. I know you have your reasons going to Vale, but please come back to Atlas as soon as you can to check on your sister. We don't know how long she has.'_

Weiss stood in complete silence for a moment after hearing the devastating news of her home being nearly destroyed and a virus outbreak infecting the poor citizens of Mantle and her dear elder sister. She recollects herself just enough to reply to her mother, "I'll…start packing right away. See you soon, mother." She said before hanging up the call with a sadden expression on her face.

**BGM End**

* * *

**In the Team RWBYP Dorm…**

"A virus outbreak? That's new." A shocked Peter remarks on his bed, after Weiss has briefed her friends on the disaster that had struck Atlas overnight.

"It has infected the people of Mantle, including my older sister. I need to hurry back to Atlas and check on her." Weiss says while urgently packing her clothes for the trip.

"Is there a cure?" A concerned Ruby asks her partner.

"Not yet. The Schnee Company and the Atlesian Military are doing everything they can to find a cure, but so far no luck. By the time they do find one, it might be too late." Weiss responded, starting to sound extremely worried for her older sister.

"Calm down, Weiss. Everything will be okay." Yang calmly assures her, visibly worried for her teammate as well.

"Who's crazy enough to attack Atlas?" Blake pondered.

"The White Fang. It has to be!" Weiss angrily proclaims, which strangely got on Blake's nerves.

"Easy. Let's not jump into conclusions." Peter maturely remarked. "Why would the White Fang cause a massive prison breakout and infect Mantle with a deadly virus that would kill both humans and faunus? They're crazy terrorists. Not crazy _bio_-terrorists. That doesn't add up to their MO. For what _particular _reason would they do that?" He asks his teammates.

"You think someone _else _attacked Atlas?" Weiss responded.

"Possibly, but don't ask me who's insane enough to destroy an entire kingdom just for fun." Peter replied. "The important thing right now is saving your sister and finding a cure to that plague." He said to the heiress.

"Maybe you can go with her, Peter." Ruby suggest that he go with Weiss to Atlas to cure the virus, much to his and the heiress' combined shock.

"WHY is that a good idea?" He responded.

"You remember what Weiss said? You're smarter than _anyone _in Atlas! You built tech more advanced than anything else on the planet!" Ruby happily stated.

"Not to mention you're an expert in biology and genetics and every other science subject none of us could ever understand." Yang added with a grin.

Hearing their statements about his genius inspire a little hope in Weiss' heart, that Peter might be the key finding a cure to the virus, "They might actually be right. I never met anyone as smart as you. Perhaps you should come and help Atlas find a cure." She said to her male teammate with a hopeful smile.

"I dunno. Finding a cure to a potential global outbreak? Never ace a science project THAT extreme before." Peter quips while nervously rubbing his head, as he's unsure if he could find a cure.

That hopeful smile from Weiss quickly turn into a depressed frown while staring at the floor, losing hope finding a cure for her sister. "If you're not confident enough, that's okay…Don't want to weigh a heavy burden on you." She said depressingly.

Peter stares at the depressed Weiss with a frown of his own, as looking at her reminds him of his deceased best friend, Harry, and how his heroics constantly got in the way of their friendship, which led to Harry picking up the Green Goblin mantle, leading them to fight one another, which eventually led to his death. Not wanting to make the same mistake with Weiss, he puts on a warm smile to counter her cold depression.

**BGM-Sonic and the Black Knight OST-** **To the Rescue: A Knight's Law**

"On second thought, I like challenging myself once in a while. When will we leave?" He smiled as he stands up from the bed, which return hope into Weiss' heart.

"You want to help? Are you sure?" She asks with a shock expression.

"Of course. If someone asks for my help, I'll gladly do everything in my power to help them. Besides, it's a good excuse to check out Atlas' technology." Peter remarks with a bright smile.

Weiss smiles, glad to see her friend is willingly to join her to her Atlas to find a cure to save her sister and her home, "Okay. Start packing your bags. Our ride will pick us up tonight."

**BGM End**

* * *

**Later…Above the continent of Solitas**

A military aircraft called the Manta had come to pick up Weiss and Peter for their trip to the Atlas Kingdom, located in the northernmost continent of Remnant, Solitas. The continent has a cold climate, which makes it mostly inhospitable to both Humans and Grimm. It's also easy to get lost in, especially in its tundras.

"We should be arriving at Atlas pretty soon. You kids doing okay back there?" Their pilot asks from the cockpit.

"We're fine!" Weiss answered from the passenger hold. She sits next to Peter as she watches him moving around several news holograms projected from his nanotech sunglasses. "What are you doing?" The heiress curiously asks him.

"Practicing my detective skills." Peter quips while touching and observing each holo-screen. "I'm looking at news reports related to the incident. Half of Mantle has been infected by the virus. So far, there has been no update from S.D.C. on the completion of an antiserum, so the city is left in heavy quarantine by the military." He said.

"As if the relationship between Atlas and Mantle wasn't bad enough." Weiss remarks stoically, implying there is a rough history between the two cities.

"In Atlas, police and military are still rounding up escapees from the prison breakout. Should be done pretty soon so we won't have any more distractions finding a cure to the virus." Peter replied.

"Thanks again for accompanying me on such short notice. I was…afraid I'd come home alone, facing my family. I was supposed to attend Atlas Academy, but decided to attend Beacon to…give myself some space." Weiss said somberly and depressingly, talking about her distorted relationship with her family.

"I understand, completely. I know what you're going through. Remember, I told you about my best friend who had similar family issues." Peter responded.

"Harry Osborn?" She remarked.

**BGM-Sonic Adventure 2 OST-Reflection**

Peter frowns upon hearing his name as he sadly nods, "Yeah…Part of the reason I want to save your sister is to make up for never being there for Harry when he needed me the most, which ultimately led to his death." He revealed.

"Harry's dead? How did that happen?" Weiss asked, shocked to hear about Osborn's death.

"It's all tied to his issues with his father, and me. We were best friends, but Harry was always jealous when his father, Norman, saw me as his ideal son, which led to him taking drugs to prove his worth and getting into fights with me." Peter continues to frown while explaining more of his friendship with Harry.

"That's horrible. Did his father show any remorse for pushing his own son to his death?" Weiss asks, already showing some hatred for Norman since he sounds more heartless than his own father.

"In his own ways, yeah. I used to respect Norman, but things got…complicated between us. I never wanted Harry to hate me. I wanted to be his friend. He was always there for me, but I was never there for him. I feel guilty. And yet, after all that happened between us, he still saw me as his best friend, right to the end." Peter said depressingly while looking down, reminiscing the good times and hardships with his deceased friend.

"I'm so sorry, Peter." Weiss said with sincerity in her eyes, as she now knows a little more about his backstory and understands why he would want to go through great lengths to help her.

"It's okay. I'm at least glad he didn't _completely _hate me. That's why I want to do everything in my power so you won't walk down a similar path. I don't want to lose another friend." He replied while looking at the heiress, who is stunned that he really does care for her well-being.

She smiles and tells him, "Thanks," making him smile in response.

**BGM End**

**BGM-Shadow the Hedgehog OST-Way to the Ark**

"Hey, if you've never seen Atlas in person before, you don't wanna miss this." Their pilot interrupted their friendly moment to get them ready for landing in the snow kingdom.

Peter and Weiss walk up to the cockpit window as the airship comes out of the clouds, and the beautiful floating city of Atlas is seen coming into view, much to Peter's utter amazement. "Whooooa…You never told me Atlas was a floating city." He said to his teammate.

"Wanted to surprise you." She smirked.

"You kids ready to land in Atlas?" The pilot asked them.

"Actually, sir, can we take a pit stop down in Mantle? I want to do a little investigation of my own that might help finding a cure." Peter politely asks, wanting to check out Mantle first.

"Sure thing, kid. Just make it quick." The pilot replied, accepting his request as he flies them down to the quarantine city.

**BGM End**

* * *

**City of Mantle**

It quickly became obvious to Peter what makes Mantle different from Atlas once and Weiss were allowed to enter the former capital. Compared to Atlas, the city looks incredibly poor with terrible living and economic conditions. The city is dense and industrial, and is covered with a gray fog giving everything a darker tone.

'_This city's about as cheerful as the Bronx.' _Peter thought, as he and Weiss walk through the infected city, passing by numerous sick civilians on the streets and slowly dying on them.

"We're only allowed to stay here for 10 minutes. Where are we headed?" Weiss asks her teammate.

"The sight where the outbreak started. If I can analyze the residue, it should help me come up with a solution to the antiserum, and perhaps track down the maniac that caused this outbreak." Peter replied.

The duo quickly came across the crime scene where the virus was reportedly unleashed onto the city and infected a large number of civilians at once. A young Huntress with a blond ponytail, wearing a green coat and wielding a crossbow on her left arm, is seen trying to help with the investigation until she noticed the heroic teens approaching the scene.

"Back off, kids! This is a crime scene. Walk the other way for your own safety and leave things here for us Huntsmen." The Huntress told the students as she approaches them, gesturing them to leave.

"But we're Huntsmen-in-training and we want to help! I'm Weiss Schnee, heiress to the Schnee Dust Company. And this is my friend, Peter Parker. He's a scientist and photographer for the Vale News Network and wants to help find a cure to the virus." Weiss responded, trying to convince the Huntress to allow them to help with the investigation.

The Mantle Huntress stares at Peter with a curious look on her face, "You came all this way to help save Mantle?" She remarks, before a smile forms on her face, "You got heart, kid. Even our neighbors up there in Atlas don't seem to care that much. Alright, I guess I can allow you to help. Name's Robyn Hill, leader of the Happy Huntresses. Anything you need, just ask." She introduces herself.

"Do you know how this outbreak started?" Peter asks her.

"Like the rest of us, it just happened without warning. A lot of people got infected, including some of my teammates, which is why I'm working around the clock to help with a cure. Never seen anything like this 'Devil's Breath' stuff. Forensics is havin' a hell of a time. Even the Grimm couldn't stand it when they tried to invade the city." Robyn answered.

"Devil's Breath? Is that what everyone is calling it?" Weiss remarks curiously when she heard the name of the virus.

"That's what the military is calling it. One of the monsters that attacked us mentioned the name." Robyn replied.

"Do you know the identities of the people who attacked the kingdom?" Peter asked.

**BGM-Sonic Rush OST-Theme of Strained Event**

"No. Heard two people were behind the attack, though I'm not sure if I can call a Grimm monster with fire powers a 'person'. The other guy was someone wearing hi-tech armor using technology unlike anything in Atlas. We believe he was the mastermind behind the outbreak." Robyn answered.

'_Hi-tech armor? She couldn't be talking about…' _Peter seems to have an idea on the identity of their mystery criminal, taking out his Scroll to show Robyn a picture of another criminal he has met recently that wears fancy armor, "Could it be this person?" He asks her.

Robyn takes a closer look at the photo and replies, "He certainly fits the description from what I've been told."

"That was Mach-X!" Peter remarked, shocking the heiress and the Mantle Huntress.

"Mach-X? You know this clown?" Robyn responded.

"He's been spotted in Vale a couple of times for unknown reasons and then disappeared. I had no idea he'd come attack Atlas." Peter said.

"But why attack Atlas?" Weiss asks him.

"Not sure, but I'll get to the bottom of this. But first, is it okay if I can enter the crime scene? There might be some residue I can use to learn more about Devil's Breath to create a cure, and possibly track down Mach-X." Peter asks the crossbow-wielding Huntress.

"Follow me. Stay right there, snowflake." Robyn replied, leaving Weiss behind and allows Peter to walk with her into the crime scene.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-** **Octavius Industries Puzzle Music Theme 4**

Peter and Robyn investigate the crime scene for any residue left behind from the outbreak. The hidden vigilante uses his glasses to scan for any traces and quickly pinpointed some residue on a prosthetic arm left lying on the floor. He kneels down while equipping one of his repulsor gauntlets to safely grab the prosthetic, "Some residue on this prosthetic. Time to analyze and isolate it." He uses his glasses to analyze the residue and learn everything he can about Devil's Breath. But once his analysis was left complete, he was left utterly shock from what he learned, _'That's impossible…If I analyzed this stuff right, someone modified this serum using ISO-8 and…my DNA. How did Mach-X get his hands on my DNA? And what is ISO-8 doing here? It shouldn't exist in this dimension.'_

"Four-eyes, you okay? You're not getting sick on me, are you?" Robyn asks the young stunned hero as she approaches him.

"Wha? No, no, I'm fine." Peter snap out of his inner thoughts while standing up. "Learned what I need to know about Devil's Breath. Mach-X dispersed the virus from that rooftop over there before flying to Atlas, but that's it. His trail gone cold after that." He points to the rooftop where Mach-X dispersed Devil's Breath.

Robyn curses in frustration that there's no way to track down the monster who nearly destroyed her home with his virus, "Damn. What about a cure?" She then asks her.

"I recognize some of the elements used in the serum. I should be able to create an antiserum, but I'm gonna need a lab. Me and my friend are heading to Atlas right now. I can create the cure up there, if they allow me." Peter told the huntress.

"They better. You're saving a lot of lives, kid. Whatever happens, know that Mantle is grateful for your efforts." Robyn smiled, complimenting him as they reunite with Weiss outside the crime scene.

"Thanks. Always happy to lend a hand. C'mon, Weiss. Let's go check on your sister." Peter said to her.

"Right." Weiss nodded.

"Good luck." Robyn waves goodbye to the students, as they leave to Atlas with enough data to create an antiserum and cure the disease.

**BGM End**

* * *

**Atlas Medical Facility, City of Atlas**

A coughing Winter Schnee is trying to get some sleep inside her hospital room but is having a hard time resting because of the disease swimming through her blood. With every hour, her health weakens to the point of death. Doctors are doing everything they can to stabilize her and prolong her health until they could find a cure. Not even her Aura can keep her alive for very long as it's growing weaker over time.

Her room is being guarded by Atlesian Knights, stationed in front of her door. Willow is standing with her son behind a glass window, watching her daughter struggling to fight off the sickness. Though the two don't normally see eye-to-eye, Whitley does seem visibly worried for his elder sister and hopes she gets better soon.

"You know I blame YOU for this!"

"Don't blame me for your head wound, Jacques!"

Willow sighs depressingly as she immediately recognizes the voices that are arguing with each other. She doesn't bother glancing at her husband and the Atlas general approaching her, she just takes out a flask of alcohol to drink from to ignore her heartless husband.

"It's not just my head that's aching, James! Some monster nearly destroyed my company and stole the reactor!" Jacques argues with the army general, with his head bandaged after nearly being killed by Goblin yesterday.

"That is the least of our concerns!" Ironwood responded.

"YOUR concerns, not mine!" Jacques retorted.

"Shouldn't you be more worried about the virus that's killing everyone in Mantle, including your own daughter?!" Ironwood angrily countered.

"My people are working as hard as they can, but we never encountered anything like this Devil's Breath!" Jacques retorts, standing next to his son in front of the window that looks down on Winter's room.

Curiously, Whitley turns his head when he hears footsteps approaching them and spots Weiss walking towards them alongside Peter. "Father, it would appear Weiss has returned from her brief stay in Vale, and she has brought a guest." He politely informs his parents.

"Weiss…?" Willow shows some surprise to be reunited with her daughter again that she hides her flask.

"Hello, Mother…" Weiss softly greets her mother, before somewhat sternly greets her father with a glare, "Father…"

"Finally decided to come home where you belong? And who is this boy you brought with you?" Jacques coldly asks with his arms crossed, glaring at her daughter and then at Peter.

"My name is Peter Parker, sir. I'm a friend of your daughter from school." Peter introduces himself to the callous CEO.

Ironwood stares at him with a curious expression, as he recalls Goblin mentioning someone by the name of "Parker" before he escaped, "Peter Parker…"

"Ah yes. I think I have heard something about you. You're the photographer who takes pictures of that Spider-Man vigilante in Vale." Whitley says to Peter.

"Spider-Man…" Jacques snarls bitterly, upon hearing the wallcrawler's name, "The world has turned upside down ever since he showed up out of nowhere. I have no doubt in my mind that menace was responsible for nearly destroying Atlas."

'_Menace? So this guy not only reminds me of Norman Osborn, but has the personality of J. Jonah Jameson? That would explain the mustache.' _Peter mentally joked, before talking with the S.D.C. CEO, "Listen, sir, Spider-Man had nothing to do with this. He's a hero. The real bad guy was that armored lunatic, Mach-X."

"You know the identity of the criminal who attacked the kingdom?" Ironwood remarks, expressing shock that this boy seems to know a lot of the current situation.

"I don't know much about him, but I believe he's some mercenary that was hired for an important mission. Nearly destroying the kingdom is a good distraction to steal something very valuable unopposed. Any idea what it could be?" Peter asks, deducing what Mach-X was after yesterday.

"That's none of your business!" Jacques retorted, not wanting to share any secrets with a kid he has never met before.

"That means you DO know what he stole! What is it?! Winter's life is at stake!" Weiss argues with her father, demanding an answer.

"Watch your tongue, young lady!" Jacques threatens her.

"It was the Dust Reactor." Ironwood calmly answered Peter's question, interrupting the argument between father and daughter as Jacques is left shock that the general is willingly to tell the students what Mach-X stolen.

"What's the Dust Reactor?" Peter calmly asks the general.

"A secret project between the Schnee Dust Company and the Atlesian Military that combines all natural forms of Dust to create a power source of near _limitless_ energy to power our next generation of technology. We were inspired by that suit of armor Spider-Man wore on the news during his early appearances in Vale, but we ran into issues and haven't been able to go past the prototype stages of our reactor." Ironwood explained.

'_I wore the Iron Spider only twice, and suddenly EVERYONE wants to be Iron Man and create their own Arc Reactor, and I'm not even a billionaire.' _Peter mentally quips.

"Why would Mach-X go through great lengths to steal an unfinished prototype?" Weiss pondered.

"Who knows? Never heard of Mach-X until now. But in the wrong hands, that prototype is dangerous. We'll track it down later once we're done finding a cure to Devil's Breath." Ironwood replied.

**BGM-Marvel's Spider-Man (PS4) OST-** **Oscorp Research Station Mission Music Theme 1**

"Don't worry, I gotcha covered. I know what this Devil's Breath is all about, and how to cure it." Peter claims, greatly shocking the other Schnees and the general.

"You do?" Willow gasps in shock.

"That's absurd! There's no way a juvenile kid from Beacon have found a cure faster than the top minds in Atlas!" Jacques retorts, utterly believing he is just joking.

In mere seconds, Peter shows off his genius to the arrogant Schnee by projecting a large hologram of the chemical structure representing Devil's Breath with his nanotech glasses, "Has any of your scientists figured out the disease functions by combining CRISPR genome editing with AI-controlled gRNA to modify genetic mutations and errors in living creatures?"

The entire Schnee family and General Ironwood stood frozen in silence by his genius, starring at him while their brains try to comprehend everything he spouted from his mouth. "…Huh?" Was all Jacques could say, as for the first time in his life, he's speechless.

Peter does his best to explain things simpler, "From the residue I scanned down in Mantle, Devil's Breath was _never _meant to be a disease. It was intended to be a potential cure for genetic disorders, but is incomplete and would tear the body apart before it could heal it. The treatment incorrectly attacks the patient's immune system, triggering rapid immunodeficiency and eventually death if left untreated. One of the elements to modify the serum is an extremely rare substance called Neutronium, which intensifies the effects to near incurable levels."

"A-Amazing…But is it still possible to cure it?" Ironwood asks, still in shock by the teen's super-genius.

"I've studied Neutronium before and recognize the other elements use to create this serum. Hand me a sample of Winter's blood, then direct me to a lab where I can work on the antiserum for the next hour." Peter claims he'll find a cure within an hour, which baffles the Schnees even more than before.

"How does a kid like _you _know about stuff like this?" Jacques asks the kid scientist.

"Hey, who do I look like? The Tick?" Peter quips directly at the Schnee CEO, who has no retort for that confusing reference.

"Let me take you to our most advanced medical lab in the facility." Ironwood says while walking towards Peter, "Mrs. Schnee, can you be so kind to collect a blood sample from your daughter and meet us at the lab?" He turns to ask Weiss' mother.

"Yes, general." Willow nods with a determined expression for the first time in forever.

Willow rushes to collect a blood sample from Winter, while Ironwood directs Peter and Weiss to the medical lab where he can start developing the antiserum. Whitley stays behind with his father, who is still stunned that an ordinary boy is apparently smarter than everyone else in Atlas, but had the courage to stand up to his attitude with a simple joke.

**BGM End**

* * *

**One Hour Later…**

"Will this work?" Weiss asks Peter, as everyone has gathered inside Winter's room after Peter completed the antiserum. The doctors have given Winter a sedative to put her to sleep and apply anesthetic to numb her arm for the needle that's going to poke through her to add the antidote.

"It should. I've run several computer simulations to test the serum. Whatever happens next, I'll accept full responsibility." Peter replied.

"Don't put a heavy burden on yourself." Willow calmly tells him.

"I promised your daughter I'd do anything to help. This is _my _choice." Peter replied with a confident demeanor.

"Hand me the antiserum." The doctor requested.

Peter hands him the syringe device, as the doctor administers the cure into Winter's arm. _'My own radioactive DNA was used in the virus, so I used a fresh batch of my own blood in the cure, which I supercharged with my X-Aura since it was imbued with ISO-8. I sure that's not supposed to make sense, but Winter's life is on the line and everyone else in Mantle. Had to try it. Now let's hope it works.' _Peter thought.

**BGM-Marvel's Spider-Man (PS4) OST-Behind the Mask**

For a few moments, everyone stood in silence as they stare at Winter's motionless body, praying the antidote will work. Suddenly, they hear loud beeps coming from the monitors showing her vitals. Before it showed her vitals deteriorating close to death, but now their spiking to normalcy as they stabilize themselves, meaning the antiserum is working and eradicating any trace of Devil's Breath in her system.

"Her vitals! They're stabilizing!" The doctor remarked.

"You mean it worked?!" Weiss respond in shock.

"Ughhhh…"

Weiss snaps her head to her sister after hearing her moan as she slowly wakes up from her bed, "Winter!" She says while rushing to her side.

"Weiss…What are you doing here…?" A tired Winter asks, surprised her little sister has come all this way to see her.

A small tear streams down Weiss' face as she's super happy her sister is cured. "Take it easy. We're just glad you're okay." She smiled.

"We…?" Winter looks around to see the rest of her family have also gathered in the room and are, at the very least, relieved she's feeling better.

"Would you look at that? I am a genius. I knew there was nothing to worry about." Peter quips with a smile.

"Thank you so much, Peter." Willow smiles warmly at her daughter's savior.

"Your welcome, but there's still the people of Mantle to worry about." Peter responded.

"We'll start mass-producing the cure right away now that we know it works." Ironwood said.

"Awesome. If you want, I can give you the dispersal data left behind by Mach-X. It's not much, but it might help you military folk find out where he's hiding, unless he washed his armor." Peter replied.

Ironwood smiles, "Much appreciated. The Kingdom of Atlas owes you a debt of gratitude. You're on your way becoming a fine Huntsman."

"Still can't believe this child outsmarted my _entire _company in one day. This is embarrassing." Jacques remarks, still acting selfish and more concerned of his company's reputation than the recovery of his own daughter.

"If you want, your company can take the credit. I don't care." Peter replied, much to the CEO's shock.

"You're serious?!" A shocked Jacques reacted.

"I don't help people to become famous. I help people because it's the right thing to do. That's how I've been always taught." Peter stated.

"Your parents taught you well." Willow responded.

"I never knew my parents, ma'am…" Peter replied somberly, shocking the Schnees that he's an orphan, "But my Uncle Ben and Aunt May bust my butt to keep me in line." He jokes with a smile.

"And you're none the worse for wear." Jacques replies with a surprising, genuine smile on his face that utterly shocks his wife and daughters.

"Oh my god. He's smiling. My father is _actually _smiling. How'd you do that?" A shocked Weiss asks her teammate.

"It's a gift." Peter smiles, earning a smile and the utmost respect from his heiress friend, who's starting to see him as a true friend.

**BGM End**

* * *

**Later…at the Schnee Manor**

"And here's your room for tonight, Mr. Parker. Don't be ashamed to express how amazing it is. I did my best." The Schnee family's butler, Klein Sieben, open the door to the large and nice guest room where Peter will be staying in for the night before he and Weiss return to Beacon tomorrow.

"Thanks, Klein. I'll take care of the rest." Weiss smiles, entering the guest room alongside a stunned Peter marveling his temporarily living quarters, as Klein leaves them alone while closing the door behind him.

"So you guys don't have an A.I. butler?" Peter quipped.

"No. What made you think that?" Weiss replied.

"Someone I know has an A.I. butler. He can be pretty funny." He jokes, referencing Iron Man's butler A.I., JARVIS.

"Your life sounds so weird." She remarked.

"You don't know the half of it." He jokingly states.

**BGM-Sonic and the Black Knight OST-** **Live Life (Instrumental Version)**

The teenage duo walks to the back of the room to stand behind the enormous window, staring through it to observe the beautiful night sky. "Anyways Peter…" Weiss starts a sincere conversation between friends while turning to him, "I just want to say…thank you. You not only saved my sister and everyone in Mantle. You also knocked some sense into my father. Inspired me to be more courageous."

"Your father is _no _Norman Osborn. That guy scares me. I was more tempted to hand your father a business card to see a barber for that mustache." Peter quips, which surprisingly got an adorable giggle from the heiress.

"Makes me feel really bad for Harry. He was never able to repair his relationship with his father before he died, didn't he?" Weiss asked somberly.

"It was a complicated day." Peter said, somberly and lightly.

"I don't like my father. I hate him. But…someday I wish things would work out between the two of us, for the rest of my family." Weiss said, looking out through the window gloomily.

"Don't lose faith. Me and the rest of the gang back in Beacon have your back. Always." Peter smiled to cheer up his friend.

Weiss responds with a warm smile, "Thanks," as she gives him a passionate hug that he embraces. Once that was done, she even goes a step further and gives him a peck on the lips. A shallow kiss that somewhat surprises the hidden hero. "Don't let that mean anything. I still find you _extremely _annoying." Weiss said, claiming she's not into Peter as a love interest.

"And here I thought you were finally _warming_ up to me, Ice Queen." Peter teases, as he watches the annoyed heiress head for the door to get away from his jokes.

"As a friend."

"A _best _friend?"

"Don't push it, Parker."

**BGM End**

Weiss closes the door behind her to leave for her own room, leaving Peter alone to look out the window by himself. His attitude then went from having a quippy smile to a frown of somber and guilt as he thinks about today's events, _'Some friend am I. It was my DNA that was used to modify Devil's Breath to make it nearly incurable, which nearly destroyed Mantle and Weiss' sister. And the ISO-8. Why is it in this dimension? ISO-8 is only generated in the presence of sources of immense cosmic power, like The Pulse that scattered them across Earth. Were some created by the wormhole that brought me here to Remnant? Was that what Mach-X was looking for? ISO-8? Did he attack Vale just to gain my DNA while I wasn't looking? This is all my fault. Atlas was nearly destroyed because of me. And yet, I can't shake the feeling that I'm not the only one who survived the trip to this dimension. Norman Osborn…Is it possible that…you're in this world too?' _He stares at the quiet night sky, growing suspicious that his arch-nemesis might be in this universe as well.

* * *

**Meanwhile on the Hellcarrier…**

**BGM-Mega Man Maverick Hunter X OST-Sigma Transforms**

"_**NOOOOOOOOOOOOO! HOW IS THIS POSSIBLE?!" **_An enraged Goblin furiously yells inside his private computer room, angrily watching the news of how the city of Mantle has just been cured of the Devil's Breath virus, _**"How were they able to cure my virus so quickly?! It's advanced science from an alternate dimension! NO ONE in Atlas is that smart! That mustached Schnee doesn't even know how to run his own company!" **_He furiously swipes through his holo-screens to find any clues on how Atlas was able to cure his virus. He stops on a news report that shows a photograph taken of Weiss Schnee and Peter Parker after the virus was cured. The mutated criminal instantly growls in fury upon glaring at the photo of his annoying arch-nemesis and deducing he was the person who found the cure to his Devil's Breath, _**"Of course…It HAD to be you, Parker! Why must you ALWAYS get in my way, even when you have no idea I've been in this world for months?! GRAAAAGH! I'll KILL you for this, boy! Now that I know you are friends with that Schnee brat, it must mean you've been hiding in Beacon Academy all this time like a coward! You're going to regret that decision, boy! Once my ultimate weapon is complete, you and everyone else you care about in that school will FACE my wrath!"**_

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: I say, we have less than 10 chapters left until Volume 1 of this remake is complete. How're you all enjoying it so far? **

**Blood Spider: What does Batman have to do with this story? Don't leave random comments like that.**

**Guest (Chapter 1): You do know the Justice League is a DC thing? Why would I EVER mention them in a MARVEL crossover story? Regarding the Avengers, Peter will mention them when he mentions them. It's almost a given.**

**Don: You're confusing the **_**Amazing **_**Spider-Man for the **_**Superior **_**Spider-Man. Peter is not that cruel to cut off somebody's arm and blind them. I'm NOT doing that. Clearly, you don't know the kind of character Spider-Man is.**

**Guest (Chapter 20): Rocket Raccoon and Gamora will be the only Guardians that'll appear in Volume 3. That volume is already confirmed to be a massive crossover event with other universes. Don't want to make it more bloated than it already is.**

**Next time: School project of destruction!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	22. Vol 1 Issue 21: Energy of Destruction

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! I recently visited Atlas with Weiss when we heard the kingdom was infected by a deadly disease called Devil's Breath caused by Mach-X. Somehow the virus was modified with a sample of my own blood and ISO-8. I was able to find a cure, but that left me wondering. How did ISO-8 end up in this dimension? Was it because of me, or is it possible Norman Osborn is in this dimension too? I'm getting a bad feeling all of a sudden.**

**BGM End**

* * *

_Vol 1 Issue 21: Energy of Destruction_

**Beacon Academy**

**BGM-Yugioh GX OST-** **Everyday Life at the Academy**

A sticky webline was spun onto the top of the dorm building as it pulls in Spider-Man after returning from his afternoon crime-fighting, which caused him to miss class again. As Peter zips onto the roof, he mentally changes his unstable molecules costume into his school uniform as he opens the door into the hallway. _'Another day of crime-fighting means another day of missing Mr. Mulberry's weapons class by 30 minutes. I knew I should've left those bombs to the bomb squad. Too late for regrets. Time to listen to another earful from Weiss before she tells me what I missed.' _Peter joked.

The remorseful spider-student walks through the hallway to his dorm, unlocking it with his Scroll and enters his room, only to be completely taken aback by a super-happy Yang dashing right up this face. "Petey! Have I ever told you how much I _love _you?!" She flirts with him out of nowhere, much to his shock and confusion.

"Wha?!" Peter remarked.

Seconds later, a super-excited Ruby joins her sister as she dashes up to her male teammate with her hands happily cupped together. "Peter! Have you ever built a superweapon of mass destruction?!" She asks him a very strange question while her eyes sparkle with excitement and joy.

"Huh?!" Peter remarks, raising a confused eyebrow out of that weird greeting.

Things get even weirder as Peter hears someone knocking on their door and goes to open it, and is immediately left confused to see Teams JNPR and CFVY standing on the other side near the doorway with very happy, and extremely suspicious smiles plastered on each of their faces.

"Peter! We were looking all over for you! Could you come with us and gives us a little advice on something?" Jaune asks suspiciously.

"It'll be worth your _while_." Pyrrha smiles shadily.

"How 'bout you come with us first?" Velvet grins suspiciously for her team.

"If you don't come with us, I'll drag you by your legs." Nora happily threatens the man with a suspiciously happy smile.

"Uhhhh…" Peter just stands in place motionless while sweatdropping in total confusion, trying to figure out why everyone is being so nice to him all of a sudden.

"BACK OFF! He's ours!" Yang shouts, as she and Ruby immediately slam the door shut and block it with their backs.

"Don't make me break down this door!" Nora retorted.

"Try it!" Yang shouts back.

"Well, I'm totally confused." Peter remarks nonchalantly to everything that has transpired in the last few minutes. He turns around to talk to Weiss and Blake, who are the only ones acting normal. "Can you tell me what I missed? Why am I suddenly popular?" He asks the girls.

That question must've sounded like a joke to them as it causes Blake to snicker into a silent giggle and Weiss just laughs out-loud at him. "Ahahaha! YOU? Popular? Not in a million years." The heiress laughed.

"I can always count on you two to bring me back to humble." Peter quips with an annoyed expression on his face.

"Sorry." Blake apologizes.

"So, what's going on?" Peter asks, regarding everyone's weird attitude towards him lately.

"Our team project." Weiss answered.

"Team project?" He questioned.

"You wouldn't know because you missed class again." Weiss glares at her apparent lazy teammate. "Professor Mulberry assigned each team to craft a special weapon that's shared among us, which we are allowed to use in the upcoming Vytal Festival. And since everyone knows you're the smartest kid in the school who recently cured a disease that plagued an entire kingdom, everyone has been looking high and low asking for you so you help them build their team weapon." She informs him of their class project.

"So that's why the crazy sisters are fawning over me." Peter jokes, casually pointing to the sparkly-eyed sisters staring at him from behind.

"With your brain on the team, we'll DEFINETELY get an A+!" Ruby said excitedly to her vigilante teammate.

"It hurts you only care about my brain and not everything else that makes me awesome." Peter responded.

Ruby's smile quickly turns into a sad frown as she now feels bad for only admiring his genius, "Oh, sorry. I didn't mean that."

"Ah, I'm just messing with ya. I'd love to help." Peter quips with a smile, ruffling her hair to cheer her up into a giggle. "When should we start?" He asks the team when they're going to start building their team weapon.

"Right now!" Weiss fiercely grabs his arm as she starts dragging him out of the room.

"Hey!" A surprised Peter remarks to her suddenly grabbing his arm.

"And we're gonna try to finish it today, because I do NOT want you to run off and disappear into that other job of yours like you do ALL the time and suddenly forget about the project until the last minute!" Weiss argues while dragging him, as the rest of their teammates follow them out of their dorm.

**BGM End**

* * *

**Peter's Lab**

**BGM-Sonic Mania Adventures OST-Discovery**

"So how're going to complete our superweapon of mass destruction project?" Peter jokingly asks, as Team RWBYP meet at a table inside his private lab where they can work day and night on their team weapon.

"Well first, let's NOT build a weapon that can obliterate the entire school." Weiss remarked.

"You're boring, Weiss." Yang quipped.

"Excuse me for worrying about our safety, since I know THESE two like to go overboard on some projects." Weiss angrily retorts while pointing at her twin leaders, Peter and Ruby.

"I can't help that I love weapons so much." Ruby remarks, taking out a large roll of paper and rolling it out on the table to show her team a large sketch of their team weapon, "I already sketched the primary design of our new weapon: a high-powered energy cannon called The Genesis!"

"A weapon with that kind of name NEEDS to be powerful." Peter whistled. "Since I'm the tech genius, I can handle the details. It'll be powered by my R.T. Node to supercharge Dust and convert their essence into pure energy that'll fire off an enormous beam that's capable of hitting multiple targets at once, which will also completely obliterate a person's Aura to near zero." He provides the details for their weapon while adding them into a holographic notepad.

"A weapon of great and terrible power, destructive enough to doom the entire world. Sounds so exciting!" Ruby glees, hopping up and down in sheer joy.

"I know, right?" Peter shares her excited enthusiasm while giving her a high-five.

"You two are not right in the head." Weiss quips with worrisome sweatdrops.

"If we _are _serious about building a doomsday weapon, we should add some safeguards so it wouldn't be used against us, like splitting the weapon into five pieces shared between us." Blake comments, adding her own idea into the mix.

"Great idea. I can have each piece and the weapon coded to our DNA so it'll really be _our _team weapon." Peter added.

"DNA-coded weaponary? Now I truly feel sorry for our future opponents in the tournament." Blake quips with a sly smirk.

"With our local weapons specialist and tech genius, we're gonna CRUSH this project and the competition!" Yang joyfully smiles for their future success, while unintentionally hugging Ruby and Peter a little too tight with her strength.

"Yang, STOP…!" They both shout while their throat was being crushed by her arms.

"For the record, I think all of you are insane. But if this will help us get an A, I suppose I can help by providing the Dust. Let's just _try _not to blow up the school while we work on the prototype." Weiss sighed, reluctantly helping her teammates build their super-powered "Genesis" weapon.

**BGM End**

* * *

**Later that evening at Osborn's Mt. Glenn Lab…**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Music 5**

Norman Osborn is sitting on his chair in front of the computer as he types, still working undercover with Cinder's forces to create an army of super-soliders for them. He's so focused on his work that he doesn't bother glancing when he heard Torchwick entering his lab. "Osborn! How's Project Elementals coming along?" He asks the outworldly criminal.

"Smoothly, though it should be noted that Hydro-Man's mind has deteriorated to a mindless beast after injecting him with a more modified Dust Formula, but that's the price for more power, and it makes him easier to control." Osborn casually remarks that he has upgraded Hydro-Man into a mindless monster. "Molten Man is currently being stabilized and I'm in the amidst of creating Sandman, which will then leave Cyclone as the last of the Elementals." He informs his partner.

"Are you _sure _these creatures will be enough to _destroy_ Spider-Man?" Torchwick asks with his arms cross, as he's not entirely convinced the Elementals will secure him victory.

"I am creating these creatures to be stronger than ANY Grimm on the planet. Once all four Elementals are unleashed, NOTHING will be able to stop them, whether they'd be a spider, huntsmen, military, witch, whatever! By my calculations, they should be completed in about two weeks." Osborn claimed.

"Two weeks?! Can we afford to wait that long? How are we gonna keep the bug busy until then?" Torchwick asks impatiently.

"Then how 'bout you stop whining like my son and keep yourself occupied." Norman insulted, typing onto his computer to transmit some useful info to Torchwick's scroll. "You want to speed up production? Collect more Dust! I just sent you data on several trucks shipping in a fresh supply. Go gather a team and intercept. And do it right!" He orders him, as the annoyed crime boss leaves to collect more Dust to complete the project.

**BGM End**

* * *

**Meanwhile at Peter's Lab…**

**BGM-Sonic X OST-** **The White Flower on Top of the Hill**

That same night, Team RWBYP have been working very hard together crafting their team-based weapon, The Genesis. Peter and Ruby are wearing safety goggles as they work on the interior of the cannon. Blake is reading off holo-notes as she explains to Yang how they're going to split the cannon into individual pieces and how they're going to reattach them, while also discussing if they should add any other mechanics into the weapon. Weiss is typing on the computer complying the data on their weapon and trying to comprehend its specs.

"Did you _really _have to make the specs for the Genesis so overly-complicated?" Weiss asks Peter, as he takes off his goggles to respond.

"They're not THAT complicated." He answered.

"_I_ don't have an IQ of 250." She retorted.

"Alright, alright. We should be able to make some adjustments." Peter replied.

Yang yawns as she's starting to feel sleepy as they've been working on this project for several hours, "Can we do that tomorrow? I'm exhausted. Haven't worked this hard on a school project in a long time."

"You guys get some sleep. Me and Peter will clean up and catch up." Ruby kindly orders her team.

"Good night." Blake wished them.

"Don't blow up anything." Weiss warns the duo.

"We know. Chillax." Peter quips, as everyone but him and Ruby leave the lab with the door closed.

**BGM End**

**BGM-Sonic X OST-Helen's Diner**

Parker and Rose spend the next few minutes cleaning up the lab, while placing the incomplete Genesis weapon in a secret compartment locked away so no one would steal the potentially dangerous weapon. "We made some pretty good progress today. We're gonna ace this project for sure." Peter says to his leader, while locking away the Genesis.

"Thanks to you. It's so much fun building a highly-advanced weapon. Your technology is super incredible!" Ruby praises his genius.

"Don't count yourself short. Your craftsmanship is top notch. You know your stuff." Peter smiles, praising her intellect creating some creative weapons.

Ruby blushes from the compliment while sheepishly scratching her red cheek, "I dunno. I can't create high-tech weapons like you."

"Give it time. Maybe I'd teach you a few things." Peter remarks, while placing their tools back to where they belong.

"Hey Peter, I've been wondering. What kind of Huntsman do you want to be when you graduate? With the skills you have, I'd bet you'd be an _amazing _huntsman!" Ruby smiled, excitedly curiously on his answer.

"Heh. I'm definitely on that road." He quips about his other life as the Amazing Spider-Man. "I don't want to be some ordinary Huntsman. I want to be _more_ than that." He answers, which slightly confuses his young leader.

"I'm confused." She remarked.

"Just someone who wants to help out everybody, big or small, and doesn't give up even under the most intense pressure. Someone who's not in it for the reward and wants to use their brains and brawn to make life happy for others. Be an ideal. A symbol. A beacon of hope. Get it? Because we're students of Beacon Academy." Peter explained himself, while adding a little joke in the end that got a giggle from the scarlet huntress.

"Yeah, I got it." Ruby giggled. Just as they're done cleaning up the lab, she hears her own stomach growling for food, "Must've been too focused on the weapon I forgot to eat." She jokes while rubbing her stomach.

"Let's stretch our legs in town as we find a burger shop." Peter offered.

"Awesome! You're paying, right?" Ruby asks him with a big smile on her face as they leave the lab.

"Yeah, sure…" He answered that question with an unsure tone considering his money problems.

**BGM End**

* * *

**Somewhere in Vale…**

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

A truck is driving near an electrical substation while carrying boxes of Dust in the back. The driver is enjoying his little nightly drive with a smile, ready to deliver the Dust and go home for the night. Unfortunately, he's not going home as a sudden rocket was blasted to the tires of his truck, causing it to flip and crash on its side and left completely vulnerable to another attack. The driver survived, but not for much longer as he spots Torchwick and his band of White Fang goons approaching him with their Oscorp equipment. The brute of the gang smashes through the window to grab the driver and pull him out, hurling him away to a wall that knocks him out.

"Let's see what we have in truck #5." Torchwick says, having one of his henchmen to open the back of the truck for him as he marvels in delight of the large amount of Dust he's about to steal, "Ooooh. This is my jackpot of tonight. This amount should speed up Project Elementals." He remarks with a sinister grin.

He points his henchmen to steal as many boxes of Dust as they can before they are spotted. One of the goons grabs a box full of Electricity Dust, much to his amazement, "Never seen this much Electricity Dust in one box."

"Careful. Don't want to zap yourself." Another goon joked.

"I'll be fine."

Unknown to Torchwick's gang, someone is watching them steal the Dust from the shadows. The figure awfully resembles Mach-X as he points his right gauntlet at the goon carrying the Electricity Dust. With a simple charge, he fires an invisible shockwave blast in front of the goon that blasts him, his pal, and the box full of powerful Electricity Dust towards the electrical substation behind them. When all four elements collided with each other, it caused a massive electrical explosion that utterly electrocutes the two goons as they scream, "AHHHHHH!" while knocking back Torchwick and the rest of his men from the explosion.

"What the hell happened?!" Torchwick retorted.

Somehow, the massive electrical surge caused by the substation and the Electricity Dust colliding is merging the bodies of those poor White Fang goons as their screams become pulses of static. Rising from the explosion is the result of the accident. A psionically charged electromagnetic field in a yellow, humanoid form that zzzaxs and roars, _**"RRRAAAAHHH!" **_And before they knew it, the Zzzax creature runs away to go on a rampage through the city while Torchwick makes a call to Osborn.

"Osborn, I think I might've accidently created our fifth Elemental!" Torchwick told him through his Scroll while remaining as calm as possible for creating a monster.

'_Bumbling idiot! What did you do?!' _Osborn angrily asked.

"Don't blame this mess on me! Two idiots were carrying around Electricity Dust and tripped onto a substation creating an…energy monster that is loose in the city! How should we fix this?" Torchwick retorts.

'_Why do you care?'_

"You're right. I don't." Torchwick remarks with instant realization that he can use this accident to his advantage. "C'mon, folks. Let's use this happy accident to get outta here and collect more Dust. I'm certain the police and Spider-Man will have their hands full with energy-man." He remarks while walking away with his gang.

**BGM End**

* * *

**Meanwhile…**

"I'm stuffed. Those were some _good _burgers." Ruby happily pats her stomach, as she and Peter walk out of a burger joint after grabbing some late night food. "You sure we shouldn't buy some more for the rest of the gang?" She asks, being considerate wanting to get food for their teammates.

"I'm not made of money, Ruby. Weiss never gives me an allowance." Peter quipped.

As the duo prepare to walk back to Beacon, Peter's spider-sense suddenly goes off as he stops on his tracks looking for the danger. "What's wrong?" Ruby asks, wondering why he stopped. That is when the duo hears people screaming as they run away for their lives.

"Trouble." Peter remarks with a serious face.

**BGM-Ultimate Spider-Man (Game) OST-Venom & Electro Chase**

The heroic duo rush to the source of all the commotion, where they encounter the large energy creature destroying everything in its sight with electrical blasts fired from its hands. _'What the heck?! Is that Zzzax? What's Zzzax doing here?! Unless this is Remnant's version of sparky. Either way, he's big trouble, and he's destroying the city.' _Peter thought, comparing this Zzzax to the supervillain in his dimension.

"What is that thing?!" A frightened Ruby shouts, which caught the attention of Zzzax.

"_**GRAAAAH!" **_Zzzax fires a powerful electricity blast at the teens, knocking Peter into an alleyway and blasting Ruby onto a car.

"Uhhhh…" Ruby rubs her pained head as she stands up and turns around frantically for Peter, "Peter! Peter, are you okay?!" She shouts for him, but her voice only caught the attention of Zzzax as it throws more bolts of electricity that blast her around. Just before the creature could finish her off with one more blast, she was suddenly swung to safety by the Amazing Spider-Man.

"Huh? Spider-Man?!" Ruby remarks in surprise to be rescued by her favorite hero.

"Hang tight, kid." Spidey advises her, as he lands them both on a rooftop away from Zzzax. "Are you okay?" He kindly asks her.

"I'm fine! It's so awesome to see you again!" Ruby smiles, until she gasps in shock after remembering something else, "But my friend, Peter! He's somewhere down there!"

"Don't worry. I got him to a safe place. He's a little hurt, but he'll live." Spidey assures her.

Ruby lets out a sigh of relief after hearing that, "Thank goodness. But what're we gonna do about that energy monster?"

"Got a few plans in mind. Ready for another team up with your favorite webslinger?" Spidey asks her.

Ruby grins as she brings out her weapon in its scythe mode, "You bet! Let's go!"

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

Spidey and Ruby jump off the roof and land behind Zzzax while it's blowing up cars in its path. "Yo, Energy-Man!" Spidey shouts, calling out the creature to get its attention. "How much electricity does it take to power a lightbulb?" He quipped.

"_**Who…are you? Who…am I?" **_Zzzax speaks with its limited intelligence.

"It talks?!" Ruby remarks in surprise.

"_**DIIIIIEEE!" **_Zzzax cackles with power as it throws lightning bolts at the teens, forcing them to leap away and dodge. Ruby leaps towards the creature with a slash from her scythe, but accidently electrocuted herself upon contact and blasts herself back to the ground.

"Ow, ow, ow, ow! Why can't I hurt it?!" Ruby remarked.

Meanwhile, Spidey webs up his fists to protect himself from the electricity and rushes to clobber the creature into next week, "It's a living creature made of PURE energy! Too dangerous to touch!"

"But you're touching it!" She responded.

"My suit's insulated and my hands are webbed, but I know another way you can help! See that water tower up there?" Spidey has the young huntress to look at a rooftop water tower near the battle scene as he continues explaining his plan, "Go over there! I'll lead this thing into position!"

"Got it!" Ruby nods, using her Semblance to speed off to the rooftop and stand behind the large water tower.

Zzzax blasts the webhead with more powerful lightning bolts, as the hero blocks most of them with a web shield until it was obliterated, forcing him to roll away from his problems until he got up close with the creature and knocks him back with a furious spinning uppercut. And while he's in the air, Spidey quickly forms a large web hammer and quips, "Swing batta batta!" before smacking Zzzax down, in position below the water tower. "Now!" He shouts at Ruby.

"HAAAAH!" Ruby shouts, as she slashes the legs of the tower and causes its watery containments to splash right on top of the energy creature and causes it to short-circuit.

"_**GRAAAAAAAAAH!" **_Zzzax screams in pain, turning himself into a bolt of lightning to escape the premise.

"Did we win?" Ruby asks as she drops next to the webhead.

"It's NEVER that easy. Energy doesn't just disappear. Whatever that thing is, if it came here to feed, then this city is an all-you-can-eat-buffet." Spidey replied. Suddenly, his spider-sense rings like a repeatedly pressed doorbell alerting him to incredible danger, "What now, Spidey-Sense?" He asks himself, until he saw a huge bolt of lightning strike the sky from somewhere nearby as all the lights around him start flickering on and off, "That's not good. Come on!" He swings off to locate the source of the problem, as Ruby speeds off to follow him.

The scarlet duo made their way onto a rooftop that's near Zzzax, as the creature has reformed and is draining energy from a power substation, much to Peter's horror, "Not good!"

"_**Yeeeeessss…More power…Until I am at…MAXIMUM…!" **_The monster says, as its voice deepens from the increase in power as he also grows to the size of a tall building.

Spidey and Ruby stare in horror at the behemoth of the energy creature as it turns around to face them. "Uh…Y-You don't scare us! We can still take you!" A scared Ruby shouts at the building-size monstrosity to hide her fear, "Right, Spidey? This _is_ your specialty, right…?" She lowly asks the webhead next to him.

"_**HRRRRAAAAAAAAAARRRR!" **_The giant Zzzax roars monstrously at them.

"What, in over my head and totally outclassed? Yeah. It kind of _is_…" Spidey lowly quips, causing the scarlet huntress to gulp in fear.

**BGM End**

* * *

**Meanwhile at Beacon Academy…**

**BGM-Ultimate Spider-Man (Game) OST-Venom & Electro Chase**

The rest of Team RWBYP are inside their dorm trying to go through the night in their own way. Weiss is studying from her bed while Blake is reading from her favorite book, while Yang is snoring in her sleep. Just as Blake turns the next page of her book, the lights suddenly conked out, much to everyone's shock.

"Who turned off the lights? Some people are trying to study here." Weiss retorted, causing Yang to wake up from her sleep.

"I'm sure it's not a big deal." Yang rubs her sleepy eyes while yawning.

Blake looks out the window as she gets the feeling their questions will be answered if she does. She opens up the blinds and is immediately shocked as she gets their answers, "Uh, you might want to rephrase that." She remarks to Yang's comment.

The other two girls join her behind the window to look in utter shock of humongous amounts of electricity striking out of Vale that can be seen even from Beacon. "Someone overpaid the city electric bill." Yang quips with a shocked expression on her face.

* * *

**Inside Ozpin's Office…**

At the same time, Ozpin and Glynda are watching live footage of the giant Zzzax rampaging through the city from their tablet. "Is that…a giant energy monster?" A shocked Glynda asks her boss.

"Perhaps a new type of Grimm? Highly doubt that's the case considering who else is involved." Ozpin remarks, gesturing her to look closer at his tablet to see footage of Spider-Man carrying Ruby as they frantically swing away from the energy monster.

"Spider-Man and Ms. Rose? What trouble did they get themselves into? I'm heading out." An annoyed Glynda remarks as she enters the elevator to go assist them, and possibly berate them.

**BGM End**

* * *

**Back in the city…**

**BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down**

"SWING FASTER! IT'S GAINING ON US!" Ruby tells, clenching tightly onto Spider-Man as he swings at his top speed away from the humongous energy monster chasing them.

"Lay off the hamburgers next time, huh?" Spidey quips while jumping away from the lightning bolts.

"_**RRRAAAAAAAAAH!" **_Zzzax roared.

Scared civilians run away trying to escape the monster's wrath. The Vale police force is shooting the beast relentlessly, but none of their bullets are having any effect before they were blasted away by Zzzax. Spidey managed to swing himself and Ruby to a safe place on a sidewalk while people are running away.

"How are you not scared out of your mind?" Ruby asks the seemingly-fearless hero.

"I didn't say I wasn't. This is COMPLETELY scary. But that doesn't change what needs to be done." Spidey says while showing off his amazing muscles to impress her.

"We need help." Ruby said.

"Help? Me? I'm Spider-Man!" He quipped.

"Which is probably why we're in this mess in the first place!" A familiar, annoyed female voice startles the webslinger, as he and Ruby turn around to be confronted by Professor Goodwitch coming to their aid.

"Watts up, Granny Goodwitch." Peter jokingly greets her, much to her increasing annoyance.

"This is NOT the time for jokes! This creature is absorbing power throughout the city, causing massive panic that'll soon attract Grimm! It needs to be stopped immediately!" Goodwitch angrily retorts to the jokester while pointing at Zzzax fighting off police and local Huntsmen.

"It's weak to water. Can't we lead it to the river?" Ruby suggested.

"If we do that, it'll destroy half the city by the time we lead it there." Glynda replied, shooting down that idea.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom & Electro Finale**

"I have another idea. It's risky, but it's our best shot." Spidey says, running towards the wrecked streets to grab underground coupled power lines and split it open, "Energy creatures like these have a limit to how much power they can absorb. So I'm gonna force feed it until it pops for good." He says, leaping onto the corner of a large rooftop while holding the open power cable.

"Are you sure this will work?" Glynda asks while standing next to Ruby.

"Really, really, REALLY hope this works." Spidey remarks, hiding until he sees Zzzax walking into his line of sight and shouts, "Here you go, sparky!" and throws the cable onto him, forcing the creature to absorb the energy and grow bigger and more powerful until the city is left dead of power.

"Well that's just perfect!" Glynda remarks sarcastically to see the creature grow big but not boom. "Ready to hear plan B, genius!" She scowls at the webhead.

"We need more power! Anything!" Ruby suggested.

"Exactly! Scrolls, Lightning Dust, just a few more watts would do it! I'm certain!" Spidey agrees with her idea.

Glynda turns to the confused police force, "You heard them! Throw everything we got at it!"

The police force listens to their instructions and throw their guns and Scrolls at Zzzax to absorb. Ruby throws all of her Electric Dust magazines while Glynda throws in some lightning bolts from her crop. Everyone threw everything they got until Zzzax was bigger than the city itself as he's starting to overload.

"Everything's dead, kid. Including us." Glynda said somberly, as they have nothing else to throw at the creature looming over their impending doom.

"No we're NOT!" Suddenly, a faint "X" symbol glows out of Spidey's body as it's surrounded by a scarlet aura while his lenses glow red.

"X-Aura?" Glynda mumbles in shock to see him activate his power-up.

Spidey spins out his electric webbing from his web-shooters and attaches them onto the gigantic energy creature. He enhances his webbing with the immense energy of his X-Aura as he quips, "Lights out!" before activating the electricity of his webbing to finally overload the creature.

"_**GRAAAAAAAAAAAAH!" **_Zzzax yells as it's body short-circuits and its constituent field dissipates into a blinding explosion, seemingly killing the beast.

**BGM End**

Glynda was able to put up a protective shield surrounding herself, Spidey, and Ruby before the creature exploded. With the creature destroyed, the lights in the city finally turn back on as the civilians cheer in happiness that they were saved from Zzzax.

"Would you look at that? We're not dead!" Spidey happily exclaims.

"That was so awesome, Spidey!" Ruby happily gives the webslinger a victorious high-five.

"You weren't half bad yourself, kid." Peter replies with a smile.

"I'll admit. You two did good tonight." Glynda compliments them for saving the city.

"Awwww. I always knew you have a nice side to ya." Spidey quipped.

"Uh-huh." She responds dryly and stoically. "I'll be staying here to help clean up the mess. Spider-Man, take Ms. Rose back to Beacon Academy. I'm sure her teammates are getting worried about her." She orders him.

"Right. C'mon, Rubes. Let me take you home. Pete should be there too." Spidey said to her.

"Okay." Ruby replies, holding onto the webslinger as he swings them both back to Beacon while Glynda watches them leave. But she's not the only one watching them swing away, as Mach-X has been spying on them from the shadows of a rooftop and has taken notes of Spider-Man's X-Aura.

* * *

**A few days later at Beacon…**

**BGM-Mega Man Star Force 2 OST-Home Town**

"A PERFECT SCORE! WOO-HOO!" Both Ruby and Yang happily shouted while holding their graded paper on their team weapons project.

The rest of their team watches the sisters perform a little victory dance for nailing their project. "Surprising, since we almost obliterated our professor and blasted a hole in the wall with the Genesis." Weiss sweatdrops.

"At least it worked compared to that flying machine weapon Team JNPR built." Blake remarked.

Peter sits on his bed tinkering with the Genesis on his own until an excited Ruby dashes to his side, "When you're done tinkering with the Genesis, can I try it out a little more?"

"No." He denied her.

"Why not?" She whined.

"It's for emergencies only." He told her.

"C'mon, just want to admire it a little more." The weapons fanatic desperately tries to reach for the cannon, struggling while her face is being pushed back by Peter's hand.

"Bad Ruby! Nooooo!" Peter tries to stop her with his hand, only for his other hand to accidently trigger the cannon and fire a laser that narrowly shaves off Yang's hair and blasts a hole through the wall.

"Oops." Both Peter and Ruby remarks in shock and fear, as they accidently blasted off a few strands of Yang's blond hair. They start to sweat buckets as they hear the blonde brawler chuckling evilly with a smile, cracking her fists together and glaring at the two numbskulls with her angry red eyes.

"AAAAAAH!" The terrified Peter and Ruby yelled together as they rush out of the door and run through the hallway, while they are being chased by the enraged Yang.

"GET BACK HERE!" Yang shouted at them as she gives chase to the surrogate siblings, leaving behind Weiss and Blake in the room with weird sweatdrops.

"There was no point building a superweapon when we already had one." Weiss joked, referring to Yang as their first doomsday weapon.

"Guess we did go overboard." Blake dryly quips.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: A relatively light-hearted chapter after dealing with Devil's Breath. Peter and Ruby are starting to bond, and that's always cute. Fun fact: "The Genesis" weapon is based on the "Daybreak" weapon from Super Smash Bros. 4, as the Japanese name for it is "Genesis". Could we see the Genesis in action later? I dunno. I haven't written the other chapters yet. I'm also gonna be cutting out the "Goblin visits Menagerie" chapter since it's pretty irrelevant right now as Goblin's current plan is to control the criminal activities of each kingdom.**

**XenoSlayer983: I thought the Sonic movie was good. **

**superjoeyf721: I've known about JLA/Avengers for years. **

**James: HA!**

**Tommy: They'll be wearing their Volume 4-6 outfits. They don't start wearing their Volume 7 attire until later in the series, starting in **_**Ends of the Earth**_**.**

**Next time: The not-date!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	23. Vol 1 Issue 22: Extreme Assassination

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! The team came together to work on a special weapon as our class project. Obviously, since I'm a genius and Ruby loves weapons, we scored big time, but not before we defeated this world's Zzzax from destroying the city. Remnant is starting to feel more and more like home every day I'm stuck here.**

**BGM End**

* * *

_Vol 1 Issue 22: Extreme Assassination_

**Beacon Academy**

**BGM-Sonic X OST-The White Flower on Top of the Hill**

During on weekend morning, Peter finds himself relaxing on top of the dorm building roof. While his fellow classmates are hanging out together down below, the outworldly hero lies on his back while staring at the lovely blue sky to soothe his lonely soul, _'Man, I'm bored. Things have been pretty peaceful. It's a weekend, so I don't have to worry about classes. The VNN hasn't called me for any assignments. And the city's been quiet that it doesn't need its friendly neighborhood webslinger. Why can't every day be like this?' _He sighs to himself, _'What can I do? Hmmm…Maybe I should start working on that hoverboard Tails once told me about. What did he call them? Extreme Gear? Would make traveling around the city a lot faster, and save up on web-fluid.' _He thought.

The door to the rooftop opens as Yang walks out of it to enjoy the view and to look for someone. She turns around and sees Peter thinking to himself on the roof, and smiles as she gets his attention, "Hey Pete! Whatcha doing up there?" She shouted.

Peter snaps out of his train of thought and looks down to see Yang smiling at him. He jumps down in front of her to greet her, "Just relaxing."

"By yourself?" She responds with a worried look.

"Don't really have anything else better to do." He replied.

"How 'bout you hang out with me for today? We barely hang out every other day. We can hit the club." Yang kindly offers him a chance to hang out with her for once.

"Sure. Sounds fun." Peter smiles, accepting her offer.

At the same time, however, Blake walks onto the rooftop and was relieved to have found Peter for some reason, "Peter! There you are. I've been looking all over for you." She says while approaching him.

"Why's that, Blake?" Peter asked.

"You promised we'd go fishing today." Blake reminds him of a promise he made and forgotten.

"I did?" He remarks in shock. "Oh right! I did promise that! I'm so sorry! I forgot!"

Blake lets out a big sigh, but does understand being a student and a superhero can be stressful, "That's okay."

"I thought you were too shy for dates." Yang teases her shadow partner.

"I _never _said that! And we're NOT dating! I asked him to help me cook something!" Blake retorts at her partner while her cheeks have turned red in embarrassment.

"And what would that be?" Yang asks curiously.

"Sushi." Peter answered.

"What's sushi?" Yang responds confusedly.

"And THAT'S the problem." Blake remarks annoyingly.

"Apparently, Beacon doesn't serve sushi, and neither does any other restaurant in the city. And since me and Blake are the only ones in our team who knows what sushi is, she asked me to help her fish and make her some." Peter explains to his blonde friend.

"You do make some incredible chicken curry. So you two _aren't _dating?" She teases them again.

"We're not." Blake sternly answered.

"I'm not in the mood for relationships anyways. Maybe later when I'm not drowning in angst. Besides, it's been a long time since I've gone fishing with someone. Last few times were with my uncle." Peter quipped.

"Oh. Okay. Have fun then." Yang replies with a cheerful smile while waving goodbye.

"We will. We'll hit the club another time. Promise." Peter smiles, returning a friendly wave to her.

"You bought the fishing supplies, right?" Blake asks him as they head for the exit.

"I was supposed to do that?" Peter responded casually, earning a tired sigh from the hidden faunus as they leave Yang alone on the rooftop. Her friendly demeanor quickly turns into a state of loneliness and boredom with a frown after they left, as she wanted to have a little fun today.

**BGM End**

* * *

**Inside Team RWBYP's Dorm**

**BGM-Sonic Rush OST-The Ordinary Zone**

Like Peter before her, Yang is bored out of her mind. She lies on her bed staring at the ceiling, wondering how she's gonna spend her weekend while her teammates are away. _'There's nothing to do…' _She thought. _'And it's very peaceful. I'm glad everybody's busy every day. As for me, it's like this everyday. It's fulfilling, but I feel like something's missing. Maybe I need to find that something soon. Studying? Reading? Work out more? I'm so bored.'_

She hears her door open, causing her to spring up from her bed to see Ruby and Weiss returning from the library. "Thanks for helping me study today, Weiss." Ruby said to her problem.

"It was my pleasure." Weiss replied, until she noticed Yang sitting on her bed. "What are you doing by yourself, Yang?" She asks her.

"I'm bored. I want to do something fun this weekend." Yang explained.

"We'd like to help, but we don't want to give you inappropriate advice. I think you need to decide what you want to do yourself." Weiss replied.

"Couldn't you hang out with Peter or Blake?" Ruby asks her sister.

"They're out fishing, though I'm _pretty _sure they're on a date." Yang joked.

"Fishing? I didn't know Peter fishes." Ruby responded.

Yang lies back on her bed as she says with a bored expression, "I feel like there's a lot we don't know about him. Been meaning to hang out with him since the rest of you had mini-adventures with him, but I never got a chance."

"You gotta understand Peter has responsibilities between school and his job. He's a busy guy." Weiss replied.

"And when he's not doing that stuff, he likes to lock himself in his lab tinkering with his gadgets." Yang remarked.

"Peter's just shy. He never knew his parents or had a lot of friends growing up while constantly being bullied. He's the type of guy that needs some privacy." Weiss says, believing Peter to be an isolationist.

"Never knew his parents…" Yang mutters in shock, as she seems to sympathize with his feeling of loneliness.

"How 'bout tomorrow you hang out with him in the lab? I'm sure he wouldn't mind a little company while building awesome new tech that'll help the team!" Ruby happily suggested for her big sister.

Yang gasps in excited joy as she seems to really like the idea, "That's a great idea! Knowing Peter, he's bound to get involved in something cool and dangerous! Really looking forward to our mentor-mentee meeting!"

**BGM End**

* * *

**The Next Day, Peter's Lab…**

**BGM-Sonic Mania Adventures OST-Discovery**

The teenage scientist is working alone on his latest project, which is creating his own Extreme Gear. Using information based off Tails' notes, he's almost done completing a prototype Gear that resembles a certain blue hedgehog's Blue Star II but colored red with light blue stripes running along the outer edges and has black highlights alongside its foot panel.

"So according to the Kutta-Joukowski Theorem, the control surface flow is balanced by the inverse kinetics of the…" Peter stops monologuing when he hears someone knocking on his door. He puts down his board to open it for a smiling Yang standing on the other side.

"Hellooooo!" She sang with a friendly wave.

"Hey! Came to check on me?" Peter asks with a smile.

"Thought you could use some company. What're you working on this time?" She asks as she enters the lab.

"This." Peter shows her his prototype Extreme Gear.

"A hoverboard?" Yang questioned.

"Not just any hoverboard, goldilocks. This baby's called an Extreme Gear!" Peter introduced her to his new hoverboard.

"Never heard of it. Your own design, I presume?" She remarked.

"Someone I recently met thought I should build my own Gear. They're made of lightweight metal for the purpose of making them aerodynamic and fly fast enough to break the sound barrier." Peter explained.

"Cool. And I'm assuming it doesn't run off Dust, so how does a plank like this float?" Yang asks curiously.

"It uses Air."

"Air?"

"It basically floats through willpower."

"Still a little confusing, but okay."

"Wanna hold it?" Peter hands her his prototype to hold, as she marvels its design and how surprisingly lightweight it feels.

"It really does feel light. You sure it's strong enough to break the sound barrier?" She asks him.

"Not _entirely _sure. I just finished the prototype before you knocked on the door." Peter replied.

Yang thinks for a moment how she can help with Peter's research, until an idea lighted up in her head, "Got it! We'll give it a test run! A race between my Bumblebee and your Gear! Whaddya say? Ready to get smoked?" She playfully taunts him with a smirk.

"You want to race against _me_? I got two words for you: Bring it!" Peter smirks back, accepting her challenge.

**BGM End**

* * *

**Later in the city…**

**BGM-Sonic Rivals 2 OST-** **Blue Coast Zone: Act 3**

"WOOHOOOO!" In a speedy burst of wind, Peter boosts into a tunnel wearing his nanotech goggles and red helmet, riding his new high-tech hoverboard that leaves behind a trail of light from the double exhaust ports on the rear. The hidden hero chuckles while swerving past the traffic as he slowly gets the hang of his new Gear. He looks behind at Yang slowly catching up on her Bumblebee wearing her riding gear. "C'mon, step it up! Take a pit stop to switch to Arcee if Bumblebee's moving too slow!" He taunts her.

"Keep filling up that ego, Pete! All the more glorious for that epic fall!" Yang quips with a smirk, revving up her bike for an extra boost of speed to ride slightly behind him.

The thrill-seeking racers speed out of the tunnel as Peter uses his Gear to make a sharp turn into an alleyway, with Yang following him seconds after. The brunette rides along the wall of a building towards the end of the alley, where he jumps off the wall to make some stylish tricks onto a nearby rail to grind down for a while before charging enough Air before jumping off at the end of the rail to perform some more sick tricks that impresses even Yang.

"I'm gonna hit you with sonic speed! Try not to drool by my awesomeness!" Peter taunts, still in the lead.

"I'll admit you have some skill, but it won't be enough!" Yang revs up her bike one more time as she boosts onto a makeshift ramp truck, jumping high into the air to perform some tricks of her own before gaining the lead ahead of Peter. "Hey, hey, hey!" She taunts him with a cocky grin.

An impressed Peter whistles with a grin, "You're asking for it now! Time to get serious!" He kicks his back leg out to propel himself forward at high speed, gaining enough speed to break the sound barrier and gain an incredible lead ahead of an astonished Yang, "On your left!" He leaves behind a large slipstream that Yang sees an opportunity to take advantage of with her bike, as she jumps onto it to surf on its trails to help herself accelerate.

"YAHOOOO!" She hollered, as she jumps out of the turbulence to ride side-by-side with her opponent.

**BGM End**

"Guess it's safe to say your Gear is working beautifully." Yang smiled as they ride alone on the street.

"Yeah. Gathered enough data to improve the design and add Gear Parts. Thanks for the test run, even though you had trouble keeping up." Peter quipped.

"Ha! This race is still not over! Let's race to a club you promised me yesterday." She replied.

"You're on." Peter accepted.

**BGM-Spider-Man 3 (Game) OST-Morbius Tension (Part 3)**

Unfortunately, they might have to cancel that date because something is tingling Peter's spider-sense. _'Spider-Sense tingling? But where's the-?' _He quickly looks to the sky of his side to see a flying missile launched directly at him, causing a massive explosion that flunged him through the air as his Extreme Gear blew up.

Yang instantly stops her bike as she sees her friend crash on the street a little burnt. "PETER!" She shouted. She quickly takes off her helmet and glasses and jumps out of her bike to rush to his aid, "Are you okay?!"

Peter coughs as he stands up with a few scratches, "Just a little crispy. I'm good."

"Who attacked you?" She questioned.

Her question was quickly answered as the armored assassin lands in front of them Iron Man-style. He slowly stands with a menacing demeanor, revealing himself to be the mysterious mercenary, Mach-X. "You're…Mach-X?!" Peter remarks in shock.

"The guy who nearly destroyed Atlas? Why is he here?" Yang wondered.

Mach-X doesn't say a word as usual, as he points his laser gauntlet at Peter directly as if to tell him he is his target. "I think he wants…me?" Peter presumed with widen-eyes of shock.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)**

The international criminal fires at Peter, who quickly dodges his rapid-fire assault while trying to comprehend his actions. "What's the big idea? What did I ever do to you?" Peter quipped.

"Nothing, except cured the disease he unleashed onto Mantle." Yang quips, believing that is why Mach-X is after him. She quickly activates her gauntlets and uses the recoil to propel herself towards the criminal. She charges at him with explosive punches that barely dent his armor, as he quickly blocks her next punch with his arm and brutally knees the girl in the stomach before grabbing her head and slamming her to eat the street.

"Get away from her!" Peter angrily shouts, as he equips his repulsor gauntlets and hoverboots to dash at the criminal with a powerful flying kick that slides him backwards. Mach-X quickly stops himself and fires a familiar red beam from the palm of his hand that Peter quickly clashes with a repulsor blast. "Since when did he have repulsors?! No one else should have access to that technology!" He remarks in shock of Mach-X's upgraded repulsor tech.

Mach-X unsheathes an energy blade from his wrist and dashes at the brunette to cleave his head, but Peter quickly ducks under his blade and double-kick him to the sky, _'He must've copied the Iron Spider data somehow when we last fought. That's the only explanation.' _Peter thought. The armored assassin recovers in midair and launches a hefty barrage of missiles at the outworldly teen. Peter dodges most of the missiles until one of them blasted him through a window into a bar with some people inside.

The normal drinkers run away screaming when they see the intimidating Mach-X flying into the bar to finally kill Peter. But before he could, a table was thrown at his back by Yang, as she immediately leaps to punch him furiously in the face, "Watch your back next time!" Yang was quickly blasted across the bar until Peter unleashed a fierce combo that blasted the mercenary outta the building.

"I go high, you go low!" Peter orders her.

"Got it!" Yang agreed to the battle plan.

As Mach-X slides back on the streets, he was suddenly assaulted by a fierce assault from Peter's repulsor blades until he countered them with his own and blasted the kid into the air. Peter hovers in the air while quickly charging his gauntlets to unleash an extreme volley of repulsor blasts raining down on the mercenary. While Mach-X does his best blocking the barrage with a holographic shield, he doesn't notice Yang sliding under his legs to barrage him with a flurry of punches behind his defensives. The criminal grabs one of her punches and throws her at Peter just as he was flying down to assist. He then throws Bumblebee at the two, immediately followed up with double repulsors that blow up the motorbike.

"That was my bike!" Yang remarks, while she's being held by a hovering Peter. "That's it! Throw me!" She tells him with a scowl.

"Look out below!" Peter shouts, spinning her around for a quick moment until he hurls her straight down towards Mach-X. The enraged Yang activates her Semblance as her eyes glow red and her hair catches on fire, unleashing one powerful punch that breaks through his holo-shield and utterly slam him into his own giant crater.

**BGM End**

A panting Yang believe she has won the fight, only for her to get blasted out of the crater as Mach-X flies out of it looking a little damaged from that last attack. In a strange turn of events, he flies away into the city as if he lost interest killing Peter. "Why is he leaving? What game is he playing this time?" Peter questioned.

**BGM-Spider-Man: Web of Shadows OST-Cut to the Chase**

"Over here!" Yang shouts to him while sitting on a motorbike she just procured. "Need a lift?" She jokes as he sits behind her.

"So lucky I'm wearing a helmet. Feels like I'm gonna need it." Peter quipped.

Yang revs up the bike as they ride off onto the streets to chase Mach-X, but not while the real owner of the motorbike calls them out, "You miserable thieves!"

"We're not thieves!" Peter protests, "Well, I'm not. But, her I'm not so sure about." He jokes about Yang.

Mach-X flies above the streets of the city, seemingly trying to escape. He glances back to see the two heroes have found a ride and are gaining on him, so he unfolds his rocket launchers and unleashes chaos that blows up cars and the streets itself trying to kill them. "Hold on, Pete!" Yang shouts, revving up the bike to swerve away from all of the rockets thrown in their direction and come out relatively unscathed. The armored assassin seems annoyed by their survival as he flies into a one-way street, but that doesn't stop Yang from chasing him.

"I hate to be a backseat driver, but this is a one-way street." Peter told her.

"Relax, I'm a Valean." Yang quips, while swerving past the incoming traffic.

"Relax doesn't go in the same sentence as Vale." He quipped. He then stutters in fear as they are facing an incoming bus, "Oh, b-b-big big bus!" The bus driver notices the duo and quickly presses on the brakes, just as Yang rides off a makeshift ramp on the street to jump over the bus to get closer to Mach-X. "You didn't take lessons from a guy named Blade, did you?" Peter leaps off the bike and hovers towards Mach-X to fight. "Pull over!" He fires a repulsor blast at him, earning him his vengeance as the flying combatants trade fierce attacks with their energy blades and energy beams while Yang continues chasing them from the streets below.

"Why are you after me?!" Peter asks, while locking blades with his assassin.

Again, Mach-X prefers actions to words as he grabs Peter's face and repeatedly slam his body onto the many walls they're flying past until he decided to throw him down at Yang, before quickly blasting them off their motorbike.

**BGM End**

With his foes temporarily incapitated, Mach-X flees from the scene to unknown parts. "Ugh…" Peter shakes his pained head as the duo stand from the crash, "You alright, goldilocks?" He asks while helping her up.

"I'm fine." Yang replies, looking around for any sign of Mach-X, "Looks like he's gone. Sorry, Pete." She apologizes with a frown.

"That's okay. I have a feeling that won't be the last we'll see of him." Peter said, cheering her up.

"We make a pretty good team, don't you think?" Yang smiles as they hope back onto the motorbike.

"Guess so, but let's return this bike first." Peter replied.

"No problem." She says while turning on their ride.

"And then let's discuss this bad habit you have of taking things that aren't yours." He jokes while they ride off.

* * *

**Beacon Academy**

**BGM-Sonic X OST-Helen's Diner**

Night has fallen after the duo returned the bike to its owner and walked back to the courtyard of their school. "I am truly sorry your bike was destroyed and we never went to that club you wanted to go." Peter apologizes to Yang.

"Are you kidding? I had a BLAST hanging out with you today, with the racing and fighting an international criminal, ignoring the fact he wanted to assassinate you. I'm just glad you weren't alone to face him, otherwise who knows what could've happened." Yang remarks happily with a big smile.

Peter smiles, "Thanks. I appreciate you looking out for me. How 'bout, whenever I'm not too busy, you can help me rebuild your bike using Extreme Gear technology?" He kindly offered, much to adorable shock as she blushes a little on the cheek.

"You'd…really do that for me? Thank you." She sincerely smiled.

"No problem." Peter replied, as the two share a passionate hug before returning to their dorm with a strengthen bond.

**BGM End**

* * *

**In the skies above Vale…**

**BGM-Sonic Adventure OST-The Past**

Mach-X hovers ominously above the clouds of the kingdom as he makes a call to his employer, **"Mission accomplished, Goblin. I have successfully planted a micro-tracker onto the blonde girl."**

'_Ooooh! He's friends with another blond? Did she fall off a bridge? I'll have to ask her myself one of these days.' _Goblin chuckled. _'Return to the island for repairs. I have another mission for you very soon.' _He ordered.

"**As you wish." **Mach-X hangs up the call and flies at hypersonic speed towards Goblin Island for another mission.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Not sure if I said this before, I want to make Peter and Yang's relationship grow naturally compared to how awkward it was in the original. I think I'm doing okay so far.**

**superjoeyf721: Question 1: I stated "genetically-altered" metahumans can only access an X-Aura. Mutants are born with the gene that gives them powers. They don't count. People like Hulk, Captain Marvel, etc. can gain an X-Aura because they GAINED super-powers from another source. Each X-Aura is different for each user and not all of them give them red eyes. Question 2: Wait and see about Spider-Man Day. Question 3: Only The Other empowers a chosen Spider-Totem and gives them extra abilities. As far as I'm aware, The Bride and The Scion do not but are still very special Spider-Totems. Look up a Wikipedia page for your answers.**

**Wyvernsaurus: You're right, but I remembered the Daybreak from Smash Bros.**

**Guest (Chapter 22): We'll see.**

**Don: Spider-Man never defeated Cinder. He only fought her a little bit until he was blasted out of the Bullhead.**

**Next time: Targeting: Mach-X!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	24. Vol 1 Issue 23: Targeting: Mach-X

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Yang helped me test out my new Extreme Gear until we were attacked by Mach-X. Think he's not too happy that I cured his Devil's Breath and has come for revenge. We fought him off but he escaped, and just when we were having fun. Now this guy is after Spider-Man and Peter Parker. This is getting out of hand. I have to finish him off before he puts the entire city in danger!**

**BGM End**

* * *

_Vol 1 Issue 23: Targeting: Mach-X_

**Beacon Academy, Peter's Lab**

**BGM-Dragon Ball FighterZ OST-Bulma's Airship**

Two days have passed since Mach-X failed to assassinate Peter Parker. Since then, the mysterious mercenary hasn't shown his face, but Peter knows it's only a matter of time until he strikes again. So, the amazing scientist has been working hard in his lab creating new tech that might give him the edge in their next fight, "…Zzzzzzzz…" as soon as he's done sleeping on the desk.

"Peter! Can I come inside? It's Blake!" Blake knocks on the other side of the door wanting to check on him. After a few seconds of silence, Blake notice the door seem to be unlocked and opens it herself. She enters the lab with a bag of food to find her friend sleeping peacefully on his desk. She smiles as he looks oddly adorable in his sleep but knows it's time to wake him up. "Peter!" She shakes his body until his tired eyes slowly open and stare at her.

"Felicia…What are you…" A tired Peter said, confusing Blake for his ex-girlfriend, the Black Cat.

"Felicia? Who are you talking about?" She asks, watching him yawn and scratch his head as he wakes up.

"Sorry. Was reminded of someone else. What're you doing here, Blake?" Peter replied.

"You missed lunch, so I thought I'd bring you some food." She kindly hands him his lunch to place on the table.

"You didn't have to do this." Peter said sincerely, conflicted to accept her generous gift.

"You're out there risking your own life helping people _every _day at the cost of your own health, without asking for recognition or thanks. This is the least I could do." Blake says with a warm smile.

Peter takes a sniff of his food, "It does smell pretty good. Thanks."

"You're welcome." Blake replies, taking a seat next to him on the table while he takes a bite from his turkey sandwich. "So what new project have you been working on?" She asks the heroic scientist.

"Nothing too big. Just finished developing new Ionic Webbing and Holo Decoys." Peter answered before taking another bite of his food.

"Care to explain what those are?" She asks for details on his new gadgets.

Peter shows her a web cartridge that holds his new webbing, "I used chemical compounds to alter my webbing with the property to fracture the ions in certain metals, causing them to deteriorate, which I dubbed 'Ionic Webbing'." He explains, "Then there's the Holo Decoys, a suit power."

"Suit power?" Blake questioned.

"Think of it as an…artificial Semblance." He further explains, "The Holo Decoys use experimental AR tech that spawns holo decoys. They don't fight, but they do talk, a lot, which makes them _very _effective distracting enemies. And when they attack the decoys, they decay into a powerful electrical shock that stuns them for a few moments. Pretty cool, right?" He says, after spawning a holo decoy of himself into the room.

"Where did you get the idea for Holo Decoys?" Blake asks curiously.

"From…you. Based them off your Semblance. An ability like that would _really _help me when fighting large crowds." Peter answered, acting a little awkward as he admitted she was an inspiration for his Decoys.

Blake blushes shyly from the compliment, "I was an inspiration? Thanks. You truly do love science, don't you?"

Peter chuckles, "Yeah, of course! What's not to love? This kind of tech will help me finally settle the score with Mach-X." He then says with a serious expression, "He's been causing me nothing but trouble from here all the way to Atlas, and who knows where else? Not only he's after Spider-Man, he's now targeting me, Peter Parker. This school and the entire city is in danger if I don't finish him off once and for all."

"But, by yourself?" Blake remarks in concern for his safety.

"It's the only way. I don't want to risk anyone's safety. It's not like I can call the military for help. They're still cleaning up the mess from that prison breakout. It's up to me to take him in before more people get hurt." Peter said, looking determined to settle the score by himself.

"Then…how about I help you stop him?" Blake offers her assistance to defeat Mach-X.

"You want to be my sidekick?" Peter joked.

"No. A partner." Blake remarked.

"Didn't you once told me you were taking a 'little break' from partners." Peter quotes what she said when they first met months ago.

"That was before I attended Beacon. Mach-X is one of the most dangerous criminals on the planet who nearly killed you and Yang and almost destroyed Atlas with Devil's Breath. If he's after you, you'll need backup, and I'm the only one in our team who knows you're Spider-Man. I don't want you to do this alone." Blake explains her concerns, genuinely wanting to help him stop the armored mercenary.

"Well, if you think you're up for it. We'll go out on patrol tonight after classes." Peter said, reluctantly accepting her assistance.

Blake nods with a smile, "Thanks. I promise I won't slow you down."

**BGM End**

* * *

**Later that night, in the city…**

**BGM-Spider-Man: Web of Shadows OST-Act 1 City 1**

Spider-Man swings high and low through the quiet city, patrolling it for any signs of Mach-X. While the webslinger swings above the streets, Blake leaps from building to building to keep up with his amazing speed until they regroup on a rooftop.

"You'd think Mach-X will show up tonight?" She asks him.

"That's why we're on patrol. If he does show up, I can use my Webware to trace him." Spidey says, projecting a small holo-map from his wrist device.

"Your what?" Blake questions his wrist device.

"Webware. My design. More advanced than any CCT Tower on the planet." Spidey boasted.

"Your technology continues to baffles me." She quipped.

"Just wait until I build you the most technologically advanced litter box." He jokes, which she didn't find funny and just stares at him annoyed. He interacts with his holo-screen as he tells her, "During one of our fights, Mach-X somehow copied the data of my repulsor technology. Since it's still my tech, I should be able to pinpoint his position anywhere in the city, assuming he's not in stealth mode. So far, I haven't gotten a ping of his location."

"So in the meantime, we wait." Blake remarked.

"Pretty much. We could go fight some crime to pass the time, but the city's quiet. Guess we'll just stay up here." Spidey replies, as he continues to interact with his wrist device, "So I've been curious. Why aren't you a big fan of partners? I totally understand if it's you want to hide those adorable cat ears so people won't call you a freak. People like to call me that a lot and I prefer working alone, sometimes because I'm a little shy around people." He babbled while asking a serious question.

Blake frowns, feeling hesitant to tell him about her past, but she has sensed a kindred spirit within Peter so she feels a little comfortable telling him, "I guess I can tell you…about my previous partner. We used to be on the same team together, fighting for what was right. At first I thought he was justice, then I thought he was passion. But over time, I realized I was wrong. He wasn't any of those things. He was spite. Not hatred, not rage, spite. He's not the type of person who would accept equality between Humans and Faunus, only suffering for what he feels the world did to him, and his way of thinking is dangerously contagious."

"Yeesh, this guy sounds like a jerk. Sorry about that." Spidey apologizes, feeling sorry for her previous partnership.

"It's okay. I'm doing my best to move on away from him." Blake replies with a sadden frown.

"One of _my _previous partnerships didn't work out very well. It was as complicated as yours…in its own way." Spidey remarked, gaining her interest.

"What do you mean?" Blake asks him.

Spidey nervously rubs his head while awkwardly telling her the truth, "I, uh, used to date a…cat burglar."

Blake's face expressed utter shock with widen-eyes as she doesn't say anything for a moment. Just staring at him in awe that an amazing hero like him once dated a cat thief. "…You're…not joking, are you?" She finally said something while still standing in shock.

"I-I-I _thought _it was a good idea, at the time. Tried to help her change her ways, which didn't last very long. Not to mention she digged the amazing spider-me but not plain ol' normal-me. I do _not _have the best luck with girls, which I like to blame on her bad luck powers." Spidey awkwardly explains himself to his faunus cat friend.

Blake smiles and giggles to see him so flustered about his terrible relationships, "Guess we both had bad luck choosing the wrong partners."

Spidey laughs, "Yeah. Hope this partnership doesn't end in disaster. You ARE one of those _rare_ black cats that cast GOOD luck around people?"

"I'm afraid not." She grinned.

"Awww man…" Peter sighs in joking disappointment.

**BGM End**

* * *

**Meanwhile…at Beacon Academy**

**BGM-Marvel's Spider-Man (PS4) OST-** **Free Roam/Open World Music Theme 5 [Raining/Night]**

That same night, someone decided it was a good time to infiltrate Beacon Tower while everyone on-campus is asleep. They infiltrated the communications room from the air vent utilizing their advanced stealth technology. With no guards in sight and the cameras unable to notice them, they walk towards one of the terminals. They quickly insert a flash drive into the terminal to install a certain program. Whatever this program is, it depicts the symbol of the Goblin Nation after it had finished installing. With their mission complete, the invisible invader escapes the room the same way they broke in, closing the air vent perfectly to make it seem like no one was here tonight.

The invisible man flies out of Beacon Academy as they turn off their stealth mode, revealing themselves to be none other than Mach-X. **"Mission accomplished. You were right, Goblin. There was a flaw in the design. The Goblin Protocol has been successfully implemented into the CCT's systems." **He contacted his boss.

Goblin laughs through the other line, _'I told you! Atlas technology will NEVER be superior to Oscorp's! You're done for tonight. On second thought, while you come home, if you run into the wall-crawler or his photographer, try to exterminate them.' _He orders his lackey.

"**Acknowledged." **Mach-X accepts his new orders as eh flies into the city with the plan to destroy Spider-Man.

* * *

**Back with Spider-Man…**

**BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown**

He and Blake are still patrolling the city for any sign of Mach-X. He suddenly receives a ping from his Webware, as it projects a holo-map after pinpointing the criminal's location. "I got a ping! It's Mach-X! He's nearby!" Spidey says, as the duo land on a rooftop just in time to see the armored terrorist fly over an intersection.

"After him!" Blake says, as the duo race each other to pursue their mutual foe.

"Hey, X!" Spidey swings, shouting to get his stern attention. "It's time we finish our little dance from last time!" He quips, trying to shoot web balls at his flying nemesis, only for him to easily dodges his attacks. Mach-X deploys several anti-air missiles from his suit to explode repeatedly around Spidey's vicinity, forcing him to slow down and swing from another angle.

Blake runs as fast as she could on several rooftops and leaping from them as she catches up to the armored terrorist. She switches her sword to a gun to repeatedly fire on him, only for most of her shots to miss horribly and gain his attention. He unveils a rocket from his gauntlet and fires it at the roof she's running on, causing it to explode and force her to jump into the air while switching to her blade. She fires off an energy wave from her sword that manages to hit Mach-X, staggering him for a moment while Spidey swings and catches her and throws her back onto another rooftop to run on.

"Can I ride your armor? I left mine at home." Spidey zips onto Mach-X's back and starts pummeling him relentlessly to try and force him to stop. His attacks only served to annoy X, as he brutally elbows Peter in the stomach and hurls him down to the streets and crash onto a car. Mach-X leaves behind several hard-light barriers that block his path towards a unfinished skyscraper he's heading towards.

"He's headed for that skyscraper!" Blake shouts at Peter from her rooftop.

"A new playground to trash him! Hold on tight!" Spidey zips off the car to grab Blake, then performs some amazing web-swinging to expertly dodge all his force fields as they climb to the top of the unfinished skyscraper.

**BGM End**

Mach-X lands on top of the skyscraper, around the same time to see Spider-Man and Blake arrive to confront him to a final showdown. **"You…are very irritating." **He said stoically to the persistent webslinger.

"Really? Aww, I like to think I'm more _charming _than irritating." Spidey quips, taking a fighting pose while Blake unsheathes her blade and glares intensely at the armored mercenary for an epic showdown.

**BGM-Spider-Man: Web of Shadows OST-Boss**

Mach-X jumps into flight mode and rains down numerous energy blasts that forces the heroes to go on the defensive and take cover. "Tell us what are you planning?" Blake asks her foe, dashing around the construction site to find the best means to assault him.

"**The Professor has hired me to exterminate Spider-Man and Peter Parker." **Mach-X answers, locating the faunus and attacks her with a fierce tackle that knocks her across the field.

"The Professor? Who are they? The only professors I know are Ozpin, Port, Oobleck. Is the professor Goodwitch? I'm betting it's Goodwitch. She doesn't like me very much." Spidey babbles, narrowly backflipping away from an energy blade slash as Mach-X throws some bombs at him, only to get caught in his web and hurled back to stun the mercenary momentarily. "Let's see your armor like my Ionic Webbing." Spidey fires bullets of his new webbing to weaken his armor to the point it starts cracking from his powerful punches. "Ah ha! How do you like this spider now?! Think we have a shot at winning this!" He claims, delivering a fierce spin-kick that knocks his enemy backwards.

Mach-X manages to stop himself from sliding off the building and charges his repulsors to maximum capacity, while targeting Spider-Man. "Or maybe not." Spidey quips in shock. Mach-X unleashes a large repulsor blast that was powerful enough to destroy parts of the skyscraper, blasting Spidey off the rooftop while he falls unconscious along the large amount of debris that threatens to crush civilians down below.

Blake recovered from Mach-X's earlier attack just as the terrorist blasted her friend off the building. "Spider-Man!" She shouted. She tries rushing to his aid, but a quick assault from Mach-X's energy blades tells her she's not going anywhere. The faunus huntress glares at her adversary and dashes to clash with him intensely with her sword. She uses her speed to dodge his blasts and unleash quick strikes that he blocks with his holo-shield. As he goes for a horizontal slash, Blake combines Earth Dust with her Semblance to create a stone statue to take the hit for her, while she jumps over the mercenary and slashes him away while creating more clones to deal follow-up slashes.

"**Analyzing fight pattern." **Mach-X scans her fighting style and Semblance to create the perfect countermeasures. As Blake dashes at him with another strike, Mach-X perfectly grabs her blade with one hand, leaving her shocked to the face. He deflects her off before immediately pummeling her with brutal punches to the gut and face repeatedly, giving her no time to rest as he uses his repulsor energy to increase his strength to slowly destroy her Aura as he knocks him on her butt. **"You cannot stop me, Faunus." **He said, shocking her with the fact he easily figured out she's a Faunus.

Meanwhile with Spider-Man, he's still unconscious while falling off the tall skyscraper. The people scream for their lives as they see him falling alongside the debris that is about to crush them. Their screams were loud enough to wake up Spidey, "Oh god!" as he quickly web-zips himself back to the action above, jumping off the falling debris to gain altitude while webbing them onto a series of amazingly large web-nets that wow the public, cheering on the webhead to stop the bad guy.

Spider-Man zips back into the fighting zone to see Blake struggling against their armored adversary. "Step away from my kitty!" He quips, spinning a webline onto Mach-X while simultaneously activating his X-Aura for extra power. He dashes towards Mach-X at speeds too fast to process before his faceplate was cracked by his flying webbed punch. Spidey lands, leaping away from his sword slam and swings away to avoid getting blasted. Blake uses this chance to slash Mach-X with startling speed before leaping next to her partner.

"You okay?" Blake asks him.

"Still cheerful. You still got some lives left?" Peter replied.

"Yeah." She answered while understanding his joke.

"Awesome. Let's finish this! Spider-cat style!" He quipped.

"Spider-cat…Fine, sure." Blake just rolls with his joke while they confront Mach-X, who has taken a beating from their annoying assault.

Spider-Man webs his cracked faceplate and yanks him towards himself, but Mach-X tries to slash him, forcing Spidey to vault over his blade and fiercely kick him in the back and weaken his armor with more ionic webbing. Blake unleashes a powerful downward slash onto his armor, which reveals some of its inner circuitry. Annoyed from being overwhelmed, Mach-X blasts the faunus away before blasting the spider across the arena. Mach-X leaps with his gauntlet blade towards the webslinger to finish him off first. "No way you can touch me!" Spidey taunts him fearlessly, as he seemingly gets sliced into two. In actuality, that was a holo decoy Mach-X sliced, and once it was destroyed, it unleashed a powerful electrical burst that painfully stuns the armored mercenary.

"**A decoy…?" **Mach-X remarks, sounding painfully annoyed by the little trick.

"I love you, science!" The real Spidey quips, as he swiftly knocks his enemy across the arena with a powerful swing-kick. The stunned Mach-X gets launched towards Blake's vicinity, as she jumps into the air and fires off a blade beam that knocks him down bouncing on the floor near the edge.

**BGM End**

Mach-X could barely stand on the edge of the skyscraper with how busted his armor is. His weapons systems are disabled and doesn't have any power to fly. The international armored terrorist is now at the mercy of his victorious enemies, Spider-Man and Blake, as they approach him for interrogation. "It's over, tin can! Your suit's damaged, so you aren't flying away this time. Tell us who is this Professor? Why does he want me and Peter Parker dead? And how did he get his hands on Neutronium?" Spidey interrogates the defeated mercenary.

"**Hmph." **Mach-X scoffed, as he has no intentions of revealing his employer's plans to his adversaries. Instead, he commands his armor to perform one last protocol, which involves his whole body starting to glow with dangerous looking energy that instantly trigger the hero's spider-sense.

"Uh oh! Stand back!" Spidey quickly protects himself and Blake with a thick web barrier as Mach-X blew himself up with a powerful explosion that would've killed the duo. Blake slices down the web barrier after they were sure it was safe. There are some fire patches surrounding them, but nothing too hazardous. She's just more concerned why Mach-X blew himself up.

"He blew himself up. Trying to take us with him. Why? What sane person would ever do that?" She asked.

Peter might know the answer as he looked around to find the disembodied head of Mach-X, webbing it into his hands. "Because he wasn't a person. He was an android." Spidey learns while observing Mach-X's head.

"Someone _created _Mach-X? Who?" Blake questioned.

"Must be this Professor guy. I dunno who they are, but if they can create someone as powerful as Mach-X that can threaten an entire kingdom, we're all in deep trouble." Spidey proclaimed. He looks at the robotic head a little closer and notice it's still sparking somewhat, giving him an idea, "The inner circuitry isn't _too _bad fried. Maybe when I get the time, I can hack into his systems to download any useful data."

Blake nods, "Good idea. Let's head back to Beacon and get some sleep so you can work on that tomorrow. We need that information as soon as possible. This is serious."

"I know, but first, I want to get something to eat. Getting blasted off a skyscraper and nearly dying can work up _quite _an appetite. Wanna come with? I swung by this one noodle shop before. I think they also offer tuna for their food. Not _exactly _sure." Spidey offers to get themselves some food before heading back to the school.

The disguised faunus blushes a little from his kind offer for dinner, "Yeah. I guess we could grab a bite to eat." She clenches onto Peter's back as he spins out a webline to swing on.

"Hold onto your milk!" He jokes, as they swing off into the night to find that noodle shop.

* * *

**Meanwhile at Goblin Island…**

**BGM-Mega Man Maverick Hunter X OST-Sigma Transforms**

"Norman, I'm afraid I have some bad news." Merlot said to his master, as the menacing Goblin King enters the lab. "I just lost MACH-X's signal. It would appear he blew himself up in an attempt to destroy Spider-Man." He informs him.

"_**It doesn't matter. Mach-X has served his purpose." **_Goblin responded, completely unfazed by his creation's destruction. _**"I created him to keep Spider-Man busy until the Elementals near completion, and to spy on Cinder to learn more about her plans since I haven't gained enough of her trust yet. The data I've gathered informed me she has plans for the Vytal Festival involving the CCTs, but she won't get the chance to enact that plan of hers." **_He says to his assistant while explaining his plans, _**"Thanks to Mach-X before his passing, he had installed the 'Goblin Protocol' into the CCT's computer system. The virus infects EVERY device connected to every network around the world, blocking out the presence of anyone that is a goblin, wears a Goblin mask, or even has a goblin tattoo on their arm. We'll be COMPLETELY invisible to their security cameras and able to commit crime around the world without ever being noticed. I have all but conquered this world. Soon I will have my revenge on Cinder and her allies. And with the power of my ultimate weapon, I will be invincible!" **_He cackles maniacally, as his devastating plan will soon reach fruition that'll bring the end of days of Remnant.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: And Mach-X is finally defeated. That's it for him in this story, as we close in to the end of Volume 1. **

**superjoeyf721: Either look up a Wikipedia page about Spider-Totems or re-read **_**Spider-Verse**_**. You're on the internet. Look up the answers yourself if you're still confused. **

**Jufesocar: I'm not doing "Dead No More: Clone Conspiracy. No RWBY/TMNT crossover. Could honestly care less. We will NOT see Peter's child.**

**Next time: The Spidey Squad Fan Club!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	25. Vol 1 Issue 24: The Spidey Squad

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Finally, it's about time I've beaten Mach-X. He's one of Remnant's most dangerous criminals, and apparently he was a robot the entire time created by this "Professor". Who is he, and what is he planning? Whoever this guy is, he's dangerous, and I bet I can salvage information from Mach-X's head for answers.**

**BGM End**

* * *

_Vol 1 Issue 24: The Spidey Squad Fan Club_

**Beacon Academy**

**BGM-Spider-Man 3 (Game) OST-Daily Bugle #2**

The second the school bell starts ringing, students are already walking out of their morning classes heading for the cafeteria. Blake and a yawning Peter walk out of Professor Port's class as they head to the cafeteria as well to eat lunch with their friends.

"I thought class would never end. Why do classes always seem to go on forever whenever you stare at the clock? Is it a psychological thing?" Peter yawned, tired as usual because of his nightly heroics as Spider-Man.

"You're the super-genius. Have you learned anything from Mach-X's head yet?" Blake remarks, as the duo enter the dining hall.

"Not yet. I'll start hacking his database after classes, and pray none of his data is corrupted after we blew him up." Peter remarks, grabbing a tray alongside her.

"Let's hope not. We need to figure out who this Professor is and learn what they're planning." Blake says, picking out fish-related food for her lunch.

"I'm still convinced it's Goodwitch." Peter joked.

"Whoever they are, we need to keep our guard up. We're both targets now. The sooner you hack his database, the better for all of us, so we can't afford distractions." Blake replied.

The rest of Team RWBYP are sitting on a long table with their friends in Team JNPR. Though something seems a little different about both teams, as everyone seems to be wearing small red pins that's labeled "Spidey Squad". Ruby is one of the people wearing the pin, eating her lunch before noticing Peter and Blake approaching the table. "Hey guys!" She turns around to happily waves at her friends, showing them the Spider-Man pin on her school uniform that leaves the duo very confused.

"Ruby, what are you wearing? Is that a Spider-Man pin? Why is everyone else wearing one?" Peter asks, noticing the pins on the rest of his friends' clothing.

"We just joined the Spidey Squad." Jaune answered.

"The Spidey Squad? Is that a fan club? When did this become a thing?" A shocked Peter replies, as he and Blake take their seats on the table to discuss about his new club.

"Today. Everyone in the school is invited." Jaune replied, as the duo take a quick look around noticing every other student are apparently members of the Spidey Squad as they are also wearing spider-pins.

"Here. We got you your own Spidey Squad pins." Yang happily hands her partners their own pins, practically making them members of the fan club.

"Uh, thanks." Blake awkwardly accepts the gift and starts wearing the pin on her clothing like everyone else.

"What's with the sudden admiration of the webhead?" Peter asks his friends, curious on why everyone is admiring his alter-ego.

"I wouldn't say sudden. Everyone's been talking about Spider-Man since the first day of school." Pyrrha answered.

"You wouldn't know since you're always late to class or sleeping." Nora roasts the disguised hero. "Everyone on campus loves Spider-Man! He's like Beacon's unofficial mascot!" She claims.

"I wouldn't go _that _far, but he has made a big impact onto the kingdom as of late." Weiss remarked.

"How so?" Peter questioned.

Pyrrha answers, "He's about our age, but has already fought monsters and criminals that even the most experienced Huntsmen _alive_ would have a hard time stopping. He defeated Hydro-Man, that energy monster, and most recently Mach-X. Not to mention keeping the streets safe from criminals like Torchwick. Vale has never felt so safe. He's become an inspiration here in Beacon that we thought it was right to start honoring his heroics."

"Huh. I had no idea." A stunned Peter remarks on his own heroics, having no idea his alter-ego has made such an impact ever since he arrived in this universe.

As Peter starts eating from his food, it was Ren's turn to talk about the fan club, "The first meeting starts tonight, and if you're a member you're very encouraged to go."

"Why?" Ruby asked.

"Because Spider-Man himself will show up!" Nora eccentrically claims, which was so sudden and surprising to Peter that he almost chokes on his food.

"H-How do you know Spider-Man will be there?" Blake asks, equally shock as Peter as she's certain he never promised an appearance.

"There hasn't been complete confirmation he'll show up since everyone has a hard time contacting him." Pyrrha answered.

"Except you, Peter! You know how to find him!" Nora suddenly said directly to Peter's shocked face.

"I do?" He responds awkwardly.

"You're the only one in the city who's able to take pictures of him." Ren answered.

"Just because I take pictures of Spider-Man every now and then, it doesn't mean I know how to find him." Peter replied, trying his best to hide his hero identity from his friends.

"How 'bout you build a spider-tracer to find him?" Nora suggested, ironically not knowing he does have spider-tracers.

"Uhhhh…" Peter sweatdrops.

"C'mon, Peter. You gotta find a way to find him! You're the only one who can! Do it for us! Pleeeeeaaassse!" Ruby says innocently, as she, Yang, and Nora stares at him with their puppy-dog eyes to convince him to find Spider-Man.

"Alright, alright! Enough with the puppy eyes! I'll see what I can do." Peter sweatdrops, reluctantly accepting their request to get Spider-Man to visit Beacon tonight.

"HURRAY!" Both Ruby and Yang said simultaneously as they share a hopping hug of joy.

"HERE THAT EVERYONE?! SPIDEY'S VISITING BEACON TONIGHT!" Nora yells at the other students, causing everyone in the cafeteria to cheer excitedly that their favorite webslinger is stopping by tonight, much to Peter's embarrassment.

"Is this what you refer to as your 'Parker Luck'?" A sweatdropping Blake asks Peter.

"This is only the tip of the iceberg." Peter groans, hiding his face with his cupped hands as he has no other choice but to come to the fan meeting tonight as Spider-Man, which will leave him distracted from his work to hack Mach-X's database.

**BGM End**

* * *

**That night at Beacon…**

**BGM-Marvel's Spider-Man (PS4) OST-** **Free Roam/Open World Music Theme 3**

From the looks of it, nearly every student in school is hanging around the courtyard impatiently waiting for their friendly neighborhood superhero to make his grand visit to the school. From the girls in Team RWBYP to their friends in Team JNPR. Team CFVY are also pretty excited meeting the webslinger. Even the bullies that is Team CRDL can't help but look forward to be meeting with one of the city's best heroes. So much so is that they haven't bullied anyone at all today.

"Uh, where is he?" An annoyed Weiss asks, looking at the clock of her Scroll to notice Spider-Man is running a little late, "He should be here by now."

"He's coming. Don't worry." Blake assured her.

"Oh man, I can't believe we're _actually_ going to meet a real-life superhero." Jaune said excitedly, trying so hard to contain his excitement and slowly failing.

"Hey, Ren. Do you think I could get Spider-Man to autograph my weapon and my face?" Nora asks her friend casually with a smile.

"You might want to get in line for that, Nora." Ren replied, looking around at the other students to see she's not the only one who wants Spider-Man's autograph, "You are not the only one excited to see Spider-Man."

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-Spider-Man**

Unknown to the whole school, Spider-Man has been here for a while now, watching them from above a safe distance while perching on top of Beacon Tower. _'It looks like everyone in school is waiting for me. Unbelievable. I even see Ozpin and Goodwitch down there. Guess they're big Spidey fans too.' _Peter joked in his thought. _'Aw man. I'm reminded of the time Flash Thompson started the Spider-Man Fan Club back in Midtown and invited everyone but me to join. I still came as Spider-Man, only to get caught in a fight against Green Goblin, then had to leave prematurely when I heard Aunt May had a heart attack, which left me ridiculed by the public. Hope this won't be a repeat. Until today, I had no idea my presence has made a positive impact on these kids. I'm the original teenage superhero in my dimension who has been in adventures these kids could only dream of. They see me as an inspiration to become something greater, and hopefully they learn from my mistakes. It makes me happy that I'm making a difference. Believe it's time I reward them for that.' _He said, ready to face his fans as his spider-self.

"That's it!" Weiss remarks, now losing her patience for Spidey's late arrival, "I'm calling Peter! Spider-Man should've been here like 10 minutes ago!"

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-City of Hope**

As Weiss goes through her Scroll, Spider-Man slides down the Beacon Tower before making one impressive jump off it for some quick web-swinging action that swiftly transitions to him gliding through the air with his web-wings. With one loud web-zip, he lands on top of the Beacon Statue in a blur shouting, "TA-DA!" startling the heiress from behind while gaining everyone's attention, "Say my name and I magically appear!" He quips, taking a quick bow before stylishly flipping off the statue to greet the students of Beacon.

Ruby squeals at the top of her lungs shouting, "Spider-Man, you're here!" as her fellow classmates are also fanboying over him.

"Sorry I'm late. Ran into car trouble. You know how hectic the streets can be at this hour." Spidey joked.

"Where's Peter Parker?" Blake asks the webslinger, curious how he's gonna hide his secret identity.

"The photographer kid? Might be running a little late. Taking new photos of me to the VNN." Spidey lies, while simultaneously signing the autographs for as many students as he can before they overwhelm him.

"Are you serious?! That's so like him. He couldn't wait until you showed up here to save time?" Weiss remarks annoyingly.

"Multi-tasking is not his strong-suit, I believe." Spidey quipped.

"Spider-Man. Thank you for coming tonight. It's an honor." Ozpin calmly says, as he and Glynda approach the webslinger to greet him to the school.

"You're welcome, Ozzy. Nice to see you and Granny Goodwitch doing well." Spidey quips, politely shaking hands with the headmaster.

"Granny Goodwitch." Yang snickers into a giggle, as the other students laugh at their professor's embarrassing nickname.

"Be _grateful_ we're allowing you the privilege to visit this school and not throw you in jail for your constant vigilantism." Goodwitch told the webhead with an obvious expression of annoyance from the irritating nickname.

"Don't be jealous you don't have your own fan club." Spidey snarks, earning an annoyed scoff from the huntress. He turns to Ozpin asking him, "I can't be here for long, so how should I spend my time with the Spidey Squad besides signing autographs?"

"We have just the perfect activity. A sparring match between you and a team of my students chosen at random." Ozpin told him.

"Four up-and-coming huntsmen against little ol' me? Sounds a little unfair." Spidey quipped.

"I'm confident you can hold your own." Ozpin smiled.

"Okay, Oz, let's get started. For tonight only, your friendly neighborhood Spider-Man's at Beacon's service." Spidey remarked.

"Awesome!" Ruby exclaimed happily, along with her fellow classmates.

**BGM End**

* * *

**Beacon Amphitheater**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

On the stage, Spider-Man descends from his webline while hanging upside down next to Ozpin and Goodwitch. "Watch out! Here comes the Spider-Man! Which one of you lucky students will have the honor sparring hands with yours truly?" Spidey asks his adoring fans standing below the stage.

"This randomizer is shuffling through all the teams on campus. Touch on the tablet to stop and choose your opponents." Glynda explains, while showing him the tablet that's randomizing the Beacon teams.

"Poke. And the winner is…" Spidey presses on the tablet, causing the randomizer to stop on an image of Team RWBYP, "Team RWBYP, come on up!" He cheerily calls them out to be his opponents.

"YAHOO! We get to fight Spider-Man!" Ruby exclaims in utter excitement.

"Totally unfair! Each of you got to team up with Spidey and NOW get to fight him?!" An annoyed Nora remarks.

"Jealous?" Yang quips with a smirk, as the girls walk onto the stage to confront the friendly webslinger.

"All of you will be fighting according to the Vytal Festival tournament rules. Contenders are knocked out of the battle by falling below an Aura threshold and/or knocked out of the fighting stage." Glynda explains the rules of combat to each combatant.

"We're still missing a teammate." Blake pointed out to her teammates.

"That's his fault! Peter can take pictures of us fighting Spider-Man. The four of us are _more _than enough to win." Weiss retorted.

"Ooh, fancy skirt's overconfident. Don't be mad if I mess up your dress." Spidey quipped.

"Shut up!"

Ruby takes out her scythe, twirling it around as she poses with her teammates while confronting the upside down webhead. "Don't go easy on us, Spidey! Give us everything you got!" The scarlet huntress grins at her hero, ready to fight him with everything.

"I'll try not to embarrass you girls too badly." Spidey flips off his webline to land perfectly into a spider-like fighting pose, confronting the girls to a friendly showdown hollering, "Showtime!"

**BGM End**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Daily Bugle**

"BEGIN!" Goodwitch shouts, striking the air with her hand to prompt the match to begin.

"Let's go!" Ruby decides to be the one to lead the first attack by dashing headfirst towards the webslinger.

"Too slow!" Spidey jumps over her dash attack, as she quickly uses her Semblance to turn around for another strike only to miss again as he easily leaps away. Spidey goes for a swift web-strike towards Weiss, who blocks his kick with a glyph. "Bouncy bouncy!" Spidey playfully bounces off her glyph over her head, webbing her vulnerable back and throwing her onto Ruby across the stage. "See ya later!" He quips, while swiftly zipping away from Blake's aerial strike before webbing her away as he lands in front of Yang.

"Get set to get squashed, Webs!" Yang smirks, charging at the webslinger to barrage him with hefty barrage of punches.

Spidey effortlessly dodges her rapid-fire assault with his superior rapid speed while taunting her, "You are failing _amazingly _at giving me a massage." The webslinger delivers a heavy counter blow to the gut, stunning her for a moment as he uppercuts her into the air before slamming her right back down at blurry speeds while shouting, "Spider Sting!"

The audience are left amazed by Spidey's amazing speed and spectacular power as they've never seen anyone toy around with four very capable huntresses-in-training. Team RWBY recover from the earlier attacks and start circling around the calm and cocky webslinger. "You girls got potential, but to hold a candle to the guy who _single-handedly_ defeated six of his most deadliest enemies _multiple_ times, try using some special moves or team attacks." Spidey taunts them, finding Team RWBY a lot easier to handle the Sinister Six.

"Be careful what you wish for, webhead." Blake smirks.

"Together, as one!" Ruby orders her teammates to lunge at Spidey at full speed simultaneously. The girls try to strike him as a team, but Spidey was a lot faster than he initially showed off as he jumped high into the air at the very last second before any of their attacks connected, leaving behind a hovering Web Bomb that immediately exploded and covers the girls in super-sticky webbing.

"Ew! What the heck?! A Web Bomb?" Weiss remarks in disgust and surprise.

"Why is your goop so strong?! It's all over my hair!" Yang struggles to break free from the webbing, but not even her raging strength can snap his steel-strong webs.

"Don't worry. It comes off with ice or peanut butter. Or a WEB SWING!" Spidey swings around the stage to pack the momentum to kick the girls high into the air. "Around we go!" In midair, Spidey quickly grabs Ruby and Weiss with his webbing and throws them onto the stage. "Stick around a little more!" Spidey swings ahead of the flunged Blake and Yang and webs them back onto the stage, leaving them temporarily immobilized.

"Does he _ever _shut up?" Weiss remarks his constant babble.

"He's too fast and agile! We need to limit his movements!" Ruby said to her partner.

"I got just the thing." Weiss responds, as she prepares to cast a glyph that should slow down the webslinger.

Spidey's spider-sense tingles to the glyph being form, telling him to hurry and jump away before he was trapped in a cage of ice crystals. "He dodged it?! But how?!" Weiss reacts in shock.

"Catch me if you can!" Spidey cheerily taunts his opponents.

"Free the others!" Ruby orders to the heiress to free their teammates, as she uses the recoil of her weapon to boost herself, blitzing the webslinger at top speed with her Semblance while the crowd cheers her on.

With the use of his spider-sense and his own impressive speed, Spider-Man easily reads her movements and effortlessly dodge multiple tackles and slashes with a grin, before casually catching her scythe with one hand, much to Ruby's utter surprise. "Why're you moving so slow, Ruby? A hedgehog's faster than you." He swiftly knees her in the gut before delivering a lightning-fast spin kick that knocks her across the stage. "You're not gonna go out like that, are you? Get back up and keep on trying!" He encourages her to keep fighting despite being outclassed.

Ruby pants, taking his advice to heart as she stands back up and charges at him faster than ever before. "There you go!" Spidey remarks, noticing her almost landing a few decent hits on him before he knocks her away again. His spider-sense then warns him to dodge the laser projectiles coming from Weiss, tricking him to get entangled by Blake's ribbon as she hurls him to get fiercely punched by Yang, finally landing a decent blow on the wallcrawler.

"Finally! Now this IS a party! You just gained the honor of me being serious for once. Just a little." Spidey compliments their improvements during this fight as he takes them a little seriously this time.

The webslinger suddenly vanishes from sight, shocking his opponents as Weiss goes, "Where did he go?" until each of them were suddenly dealt with dizzying blur of attacks that left none of them standing momentarily. Spidey attacks Blake last, just as she leaves behind an ice clone to cover for her. Spidey easily saw through her trick moments earlier and vaults over the clone and Blake, grabbing the ice clone with his webbing and throwing it onto the real deal as she gets smashed onto Yang as she stands up from the earlier assault.

Spidey lands on the ground, only to immediately backflip several times away from the protruding ice shards following him thanks to Weiss, leading him to almost get slash by a blitzing Ruby if he didn't leave a holo decoy in time to take the hit and leave her stun on the ground electrocuted. "I thought clones were Blake's thing!" Ruby remarks in shock, unable to move after the holo decoy stuns her.

"Mine are better. Can I play with this for a little bit? Thanks. Trust me, this is a good learning experience for you." Spidey quips, swiping Crescent Rose away from Ruby's hand.

"Hey!" She remarks, wanting her weapon back this instance.

"Here comes the Spider-Reaper!" Spidey swiftly slashes down each and every ice shard that was protruded by Weiss with Crescent Rose. He stops for a moment to spin rapidly with the scythe before becoming a circling vortex of doom that smashes into all of his opponents one by one while hollering, "YEEHAW! Welcome to the Spinning Webbed Scythe of Amazingness!" This spin attack was enough to deplete Ruby and Weiss of their Aura, as he throws away the scythe and uses impact webbing to incapacitate them onto the floor.

He senses Blake trying to ambush him and easily dodges her while yanking away her sword. "Let me show off some Spider-Fu action!" Spidey strikes her nerve clusters and pressure points at spider-speed, hitting her with spider-strength that quickly depletes her Aura to near zero. "Sorry, BB. Knocking you around is like forcing a kitten to take a bath." He jokes while attaching his Trip Mine gadget on her back, which springs a webline that instantly ties her to a wall.

"Hilarious." Blake grunts with an unamused face from his little cat joke.

Now only Yang is the remaining fighter of her team to defeat Spider-Man, winded and annoyed while the webslinger doesn't seem tired at all. "Please don't tell me that's all you got. I'm just getting started. Lemme know when you want to go round two with the red and blue." He taunts her.

Yang snarls, activating her Semblance with flames bursting around her and her eyes turn red. "Now I'm mad! I'll crush you into dust!" She threatens.

"Alright! Let's dance!" Spidey quips, playfully putting up his fists.

The Semblance-empowered Yang unleashes a raging flurry of punches that Spidey calmly deflects with his own attacks. "Glad you don't turn green when you get angry, otherwise you'd be a challenge." He jokes, enraging her to deliver a brutal uppercut, only to miss and continue failing to land any hits on him. "Funny thing about anger, let it consume you, and soon enough…" Spidey jumps away from a fiery punch, leaving her with the impression he vanished into thin air while desperately trying to find him, completely clueless to see him standing right behind her, "You lose sight of everything." He said coolly, getting her attention for a split second before launching her into the air with a kick, performing his Maximum Spider technique as he performs several flying kicks through her, ensnaring her in a series of webs that highly impress the audience and his incapacitated opponents, before finishing off his combo with one final, powerful foot-stomp that sends Yang crashing to her defeat.

**BGM End**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Victory Theme**

"THAT'S MATCH! Spider-Man is victorious!" Goodwitch shouts, ending the match with Spider-Man's absolute victory over Team RWBY.

The crowd burst into loud cheers for Spider-Man's victory, and clapping for Team RWBY as well for putting up a good fight against the webslinger. Spidey offers his hand to beaten Yang to kindly help her on her feet, "Sorry about that. Be glad I was still holding back, otherwise you would've been left as a yellow stain through the stage. You girls weren't half bad." He says while ripping the webbing off of the other girls.

"That was soooo…brutally AWESOME! Can we do it again?! Please?!" Yang said so ecstatically while cupping her extremely excited hands together before the amazing hero.

"Is it me, or was that the best butt-kicking we ever got?" Ruby gleefully asks her teammates.

"We went toe-to-toe with Spider-Man. I think we just graduated." Weiss smiled, as she too was highly impressive of their fight with the webslinger.

"We definitely held our own. We never fought someone with a moveset as unique as yours." Blake said to the wallcrawler.

"Yup. I'm definitely awesome. But I think it's high-time I make my leave. Have a neighborhood that needs friendlying." Spidey quipped.

"Before you go, do you have any useful advice for the students?" Ozpin walks towards the webslinger with a question.

"Think so." Spidey turns to face the audience with some useful piece of advice, "If being a Huntsmen is anything like playing superhero, is that it isn't a game. It's fate. Bein' a hero's no bed of roses. Sometimes you gotta push yourself to the limit to overcome any obstacle. Anyone can win a fight! It's when the going gets tough, when there seems to be no chance, THAT'S when it counts! Never give up and learn from your mistakes! That's what gonna push you to become better!" He gave some sound advice that the audience can't help but appreciate with even more loud cheers. "Now I _really _have to go before they start throwing pencils for me to sign." He jokes to the headmaster.

"Alright." Ozpin nodded.

"Still wish our friend, Peter, was here to join us." Ruby said with a frown, as she is a little upset her mentor didn't show up tonight.

"How 'bout you check your Scroll? Think I saw him take pictures during the fight before going to the bathroom." Spidey says, prompting Team RWBY to look at their Scrolls to see that Peter had just sent each of them amazing pictures of their spectacular fight with the webhead.

"He was here?! Wow, these are some amazing pictures! How did we not notice him?" Ruby remarks in joy that her friend was here to some capacity.

"How _did _you take these pictures?" Blake whispers to the webhead.

"Spider-bots. Deployed them before the fight." He whispers back.

"Clever."

"Can you wait a little longer to take a picture with the entire school?" Ruby happily asks the webslinger for one last picture together.

"I'm sure Parker won't mind if I take this pic." Spidey quipped.

The webhead attaches a webline onto the ceiling while tangling it onto his camera. He stands behind the camera, giving it a thumbs up while standing before the massive crowd of students with Team RWBY by his side. "Say Spider-Man!" Spidey shouts, allowing his camera to take one massive group shot with everyone's favorite webslinger.

**BGM End**

* * *

**Later at Peter's Lab…**

**BGM-Sonic Rush OST-Theme of Strained Event**

Peter is out of costume working tirelessly to hack into Mach-X's database. He attached some wires onto his broken head so he could connect it to his computer. Once he has direct access to his database, Peter flies through any file that wasn't corrupted or deleted to find anything that'll give him intel on this Professor and his plans for the world.

"With that craziness outta the way, it's time I learn what you know, Mach-X. Tell me all of your secrets." Peter said. He clicks on a folder that looks useful and uncorrupted, which pops up images and files regarding a secret project for the White Fang. "What is this? Project Elementals? The White Fang have been developing their own team of super-soliders? Four mutated Faunus created by a 'Dust Formula' that turns them into mindless monsters representing the primary elements. Hydro-Man, Molten Man, Sandman, and Cyclone? They were created by a man named The Professor to serve as Torchwick's ultimate enforcers to take over the city, and to destroy Spider-Man. But if I'm reading this right, these Elementals have the potential to destroy the world when they're together. Is this the threat Madame Web warned me about? Why I'm in this dimension in the first place?" He questioned himself. "One thing's for sure. I'm in for the fight of my life." He remarks, mentally preparing himself for his greatest challenge yet.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Spider-Man is finally learning of the Elementals, and they will be the main focus for the 3-part finale of Volume 1. But first, it's time to wrap things up on Green Goblin's side of Volume 1 as he continues his quest to build his Goblin Nation. You do NOT want to miss this next chapter.**

**superjoeyf721: Congratulations, you're wrong. Go pick up a comic book for answers, or wait until Volume 2.**

**Tommy: I already made that Rocket joke in **_**Exo War**_**.**

**XenoSlayer983: I'll finish this remake first before starting **_**Galaxy Quest**_**. **

**Reader: We'll start learning about the Maidens and Relics in Volume 2.**

**Next time: The path to godhood! Evolve! Immortal Devil Goblin!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	26. Vol 1 Issue 25: Immortal Devil Goblin

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Curse that Parker! Because of him, my plan to poison Mantle with Devil's Breath was ruined and he recently destroyed my precious Mach-X. Ah well. At least Project Elementals is nearing completion, and Parker is still hopelessly clueless about my Goblin Nation. And thanks to the Goblin Protocol infecting the CCTs, we are completely invisible to radar in every kingdom, allowing us to commit crime without fear of being noticed. Hehehe. He's about to have his hands full pretty soon. **

**BGM End**

* * *

_Vol 1 Issue 25: The Immortal Devil Goblin_

**Hellcarrier, above Vacuo**

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

Goblin is in his computer room watching archive footage of Spider-Man's previous battle with Zzzax when his accidental energy creature was destroying the city. The madman seems impress by the battle, and is especially intrigued when the wallcrawler tapped into his X-Aura to finally obliterate the monster.

"_**My, my, spider. How big and strong you've grown since we've been flunged into this inferior dimension." **_Goblin grins sinisterly._** "That Aura of yours is rather impressive, but I can tell you haven't perfected it yet. According to my intel, you have unlocked the rare ability to tap into an 'X-Aura', a source of immense energy that only metahumans who have mastered ISO-8 could achieve. I always knew you had potential, boy. And if a weakling like you could unlock that power, then a superior being like myself should be able to master it. Perhaps it is the key into unlocking my ultimate evolution. The key that'll allow me to tap into the full power of my ISO-Oz Formula and ascend me to godhood. Will you even be able to conceptualize what I'll have become when I come for you, I wonder?" **_Goblin ponders deeply, scratching his muzzle while trying to figure out a method to unlock his own X-Aura.

His attention was suddenly interrupted when he heard Raven and Vernal entering his chambers. "Goblin." Raven greets him stoically.

"_**Raven, my dear! Has Merlot launched the Oz Satellites yet?" **_Goblin asks eccentrically with a smile.

"Yes. That is what I've come to inform you. It pains me to admit it, but I'm rather impress you were able to accomplish what Atlas has failed for decades in such a short amount of time." Raven replied.

"_**Never underestimate Oscorp technology. It transcends even dimensions. Lookie!" **_Goblin switches his large holo-screen to show the bandit women his new goblin satellites that are now floating in space orbiting the planet. _**"Atlas relies too much on Dust. That is why their plan to create a network of space satellites years ago ultimately failed because Dust lose power once they leave the planet's atmosphere. Too bad none of them come from an alternate world where we have as many satellites as I have pumpkin bombs." **_He chuckles, pressing a button to allow one of his navigation satellites to pinpoint the City of Vacuo, enlarging the image on-screen to spy on its civilians, _**"Thanks to my unrivaled genius, the Goblin Nation has access to its own personal network that could never be hacked into by outsiders. We have command over space itself and can spy on the unsuspecting fools of this planet. I'm doing this world a favor, creating it revolutionary technology. They might as well hand me the keys to their kingdoms already." **_He joked.

"It's never that simple." Raven remarked.

"_**Alas, you're right. Conquest is no fun if there's no challenge. At least here in Vacuo, I won't have anyone disturb me while building my new castle." **_He quipped.

"Castle? You already own an entire island and this flying fortress. Are they not big enough to contain your ego?" Vernal responded with a confusing raised eyebrow.

"_**Ever heard of a vacation home?" **_Goblin quips with a dark grin. _**"Vacuo is the perfect land to establish a summer base without being interrupted. It lacks a formal government, with the only place worthwhile is Shade Academy located in the capital. I'll conquer its deserts and nomadic tribes and establish a new law named after my very will! Once complete, the Goblin Nation will have infected EVERY kingdom with its presence, and then I'll be one step closer fulfilling my dream!" **_He chuckles sinisterly, clenching onto his right fist as it ignites with demonic flames.

**BGM End**

* * *

**Vacuo**

**BGM-Ultimate Spider-Man (Game) OST-Venom Feeding Time**

A cloak-wearing Goblin flies above the vast and harsh desert on his Goblin Glider, searching intently for any suitable location to establish his Goblin Castle. _**"Hmm, this is Vacuo? A lot sander than I initially thought. It's no Egypt. Where are the pyramids? Or tombs that imprison 5,000-year-old mutants?" **_He jokingly says. He flies past a flock of black birds without much of a thought about them. But unknown to Goblin, one of the corvids stops in midair and turns around staring at the villain curiously.

'_According to these satellite readings, you should be approaching some ancient ruins. Maybe that's where you can build your castle.' _Vernal said, acting as mission control alongside Raven.

"_**I would prefer a mountain, or a volcano. Nobody would expect a base to be built inside an active volcano. See if you can locate any hidden volcanoes for me, and I'll be on my way." **_Goblin laughed.

But during his usual cackle, someone or something shot down his Goblin Glider from a distance, _**"What?!" **_The exhaust of his glider burst out flames as he falls towards those ancient desert ruins Vernal talked about before. Goblin grunts as he jumps down to safety as his glider crashes and then explodes on the sandy grounds. _**"Vernal, report!" **_He scowls.

'_I'm picking up an enemy signature at your five o'clock.' _Vernal replied.

Goblin faces the direction of his mysterious assailant approaching him from the small sandstorm. It appears to be a dark spiky haired man wearing a gray dress shirt with a long tail, black dress pants and black dress shoes, along with a red, tattered cloak. He also has red eyes that are glaring at Goblin, switching his shotgun to a sword while confronting him.

"_**Did you come for your funeral?" **_Goblin threatens his newest adversary.

"Nah. I'm sure my funeral isn't for another decade." The huntsman joked.

"_**A comedian. My least favorite type of people." **_Goblin snarls._** "Do I have the pleasure of asking for your name, Huntsman?" **_

"The name's Qrow." He introduced himself to Gobby.

'_Did he say Qrow?' _Raven remarks with slight surprise in her voice, which got Goblin curious.

"_**You know this worm?" **_He asks her through his comm.

'_He's my brother.'_

"_**Could've guessed that from the name alone. Why is he here?" **_Goblin questioned.

'_How the hell should I know? He abandoned our tribe years ago to work with that fool Ozpin and keep tabs on Salem.' _Raven replied, disgusted to be indirectly reunited with her brother after so long.

"_**I see." **_Osborn responded with some interest.

"Do _I_ have the pleasure asking who you are talking to?" Qrow asks the goblin king.

"_**Only if you tell me why a Huntsman is searching for his future tomb in the middle of nowhere?" **_Goblin responded, asking Qrow for answers on his sudden appearance.

"Was minding my own business when I saw a big, weird Grimm riding his flying machine over the desert. Can't help but be curious, especially when your appearance fits the description of the monster who assisted Mach-X into nearly destroying Atlas a while ago. I thought James was exaggerating, but I guess he wasn't kidding when he said the monster could talk, so you're no Grimm. At least not from the normal variety." Qrow answered, implying that he's also been tasked to investigate Goblin and his plans behind the Atlas infection.

"_**So your friends with the general? Any friend of his, is an enemy of mine." **_Goblin replied.

"And anyone allied with Salem definitely earns my attention." Qrow retorts, pointing his sword at Goblin with the intent to rough him up and interrogate him for answers.

Goblin cackles, _**"Why does everyone ALWAYS suspect I'm allied with that witch. Fool! She is nothing more than a pawn to the Goblin King! She'll have what's coming to her, as soon as I roast this dusty, old chicken!" **_He threatens with a grin as his hands ignite in flames, ready to kill Qrow.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom Fights Wolverine**

Goblin relentlessly chucks a fiery barrage of fireballs that forces Qrow to jump away and use his sword to block most of the blasts. _**"Raven, you won't be mad at me if I accidently kill your brother, will you?" **_Goblin grins while continuously chucking fireballs at the veteran huntsman.

'_Doubtful, but don't underestimate him. He's my little brother, and for that he can be quite stubborn.' _Raven warns him that her brother is quite a capable fighter.

"_**Stubbornness only prolongs the inevitable. I should at least enjoy myself before I pluck his feathers!" **_Goblin cackles, unleashing a fiery dash punch that Qrow quickly avoids by leaping to the side, _**"I'm in a good mood. I'll go easy on you." **_He grinningly taunts the huntsman.

"Oh, you're too kind." Qrow quipped.

Goblin fires off four fireballs that are homed onto Qrow, but he was able to find a small opening between them to jump through and assault the villain with super-fast slashes too fast for the eye to see, unleashing a mighty spin attack that blast the monster through the ruins until he stopped himself. _**"You aren't a complete waste of my time after all. Exhilarating." **_He smirks, finding the huntsman a lot more powerful than he initially thought. Qrow runs towards Gobby while swiftly morphing his sword into a scythe, leaping at rapid speed towards Goblin with the intent to slash him into two. Goblin lets out a monstrous roar as he smashes the ground, erupting a volcanic explosion around himself that blocks Qrow in midair. Quickly, Goblin roars again as he leaps through his fiery explosion to punch Qrow in the face, brutally attacking him multiple times before unleashing one devastating, fiery punch that blasts him near an abandoned village that was destroyed by Grimm.

"I thought you were going easy on me." Qrow quips, clenching onto his stomach while standing up to confront the landing monster.

"_**It's not my fault you're an incredibly weak Huntsman." **_He mocked.

Goblin encases his body in flames as he charges at the huntsman as a fiery locomotive. He tries to grab Qrow, only for him to dodge and strike him down painfully before jumping away from his grasp to pin him down with his shotgun bullets. As Qrow lands on the ground, he immediately dashes to slice off his head with his sword, but Goblin quickly reacts by locking his fiery fist with his blade, unleashing a large shockwave that flies throughout the village from the collision of two powerful fighters. Both Goblin and Qrow struggle to gain an advantage over the other in their fierce lock. Goblin speeds up the process by exploding into flames that knocks away Qrow until he uses back handsprings to perfectly land on his feet. _**"RAAAAAAAAAAARRRRRRRGH!" **_Goblin picks up the ground beneath him and ruptures it, sending a wave of fiery violent earth rushing towards the huntsman. Just as the wave approach him, Qrow jumps high into the air away from it. But that's what Goblin expected, as he has already jumped above Qrow and brutally smashes him in the face into his own crater. _**"BUUUUURRRRNNN!" **_Goblin crashes himself down on the huntsman with a fiery punch that erupts the entire crater with intense fire.

**BGM End**

Goblin cackles joyfully as he believes he has killed Qrow with that last attack. But as the smoke from the crater clears, Qrow's body is nowhere to be found much to his shock and confusion. _**"What? He's gone! How could I have missed him? He was right there! Where are you, you dusty old-GAAAAAAAAH!" **_Suddenly, a familiar sword was thrust forward and plunged through his back as Goblin yells in pain. Blood splatters onto the sand, as a still alive Qrow pulls the sword from his body.

**BGM-Ultimate Spider-Man (Game) OST-Venom Fights Silver Sable**

"Guess it wasn't your lucky day. My bad." Qrow remarks, implying that his Semblance brought misfortune to Goblin's demise.

"_**Damn you…My destiny…" **_Goblin stumbles forward, dripping blood onto the sand as he struggles to keep himself alive, _**"This isn't how it was supposed to end…" **_He faceplant to the ground, lying there dead, covering the sand beneath him in a puddle of his blood.

"Whatever you were, you gave me quite a workout. Was hoping to keep you alive for information on Salem. Seems I wasn't so lucky either." Qrow holds his sword behind his head as he walks away from Goblin's corpse.

'_Was that the best you could do, Norman…' _Even while dead, Goblin hallucinates his goblin ghosts as they taunt him like always, _'As expected…You are NOTHING compared to him…A failure…You will never be as worthy as Parker…'_

'_Worthless…'_

'_Pathetic…'_

'_Loser…'_

'_Iso-8…'_

'_X-Aura…'_

'_You will never be the ultimate…Hahahaha…You will never gain absolute power…You will never triumph over Parker…!'_

Faintly, Osborn's heart starts beating, slowly and ominously. Parts of his corpse start flickering with fire as the ground shake intensely from his undying rage for Parker. It got so intense it caught Qrow's attention, forcing him to stop and turn around in confused shock as he senses a change in Goblin's body, "What the hell…?"

'_Raven! These energy readings coming from Goblin's corpse are spiking like crazy!' _Vernal communicates to her boss through Goblin's comms.

'_It's his Iso-Oz Formula. It's doing something to him. Impossible! Is the ISO-8 bringing him back to life?!' _Raven responded, having concerns what's going to happen next.

Creepily, his own flames are lifting Goblin into the air as their color ominously change from a fiery orange to a dark green aura. Then, a faint "X" symbol of the same color glows out of his body as an explosive fiery vortex suddenly envelops it. Goblin opens his eyes, returning from the dead with an immense monstrous roar that shakes the desert, unleashing a powerful shockwave with his aura that scatters the village and almost blast away Qrow as he tries to stand his ground. _**"RRRRAAAAAAAAAAAAAAAAAAH!" **_He roars immensely as he begins to transform. To evolve into a new, demonic entity. His body becomes rock-like with green energy showing from the cracks of his skin, along with his face becoming more skull-like and demonic in appearance.

**BGM End**

**BGM-Mega Man Zero 3 OST-Apocalypse Now**

"_**Yesssss…I have…ascended! I have…EVOLVED!" **_The newly-transformed Goblin stated, dropping down from the air while encase in his demonically green, fiery aura, confronting the stunned Qrow with his terrifying new transformation.

"W-What just happened…?" Qrow responded, stun out of his mind.

"_**I have unlocked my own Aura, crossed with the power of my Iso-Oz Formula! The boy is not the only one who can unlock an X-Aura!" **_Goblin says, stating he has also unlocked his own X-Aura after dying.

"How are you still alive?! You should be dead!" Qrow argued.

"_**HA! You think that was the FIRST time I was stabbed through the heart." **_Goblin mocks him, reminiscing his first death after killing Gwen Stacy and accidently stabbed himself with his own glider. _**"My formula brought me back to life once before, and now it has done it again with additional perks. Yes, I can feel my newfound power flowing through me. I KNOW what is has done to me! I have not just unlocked my X-Aura, but I have also unlocked my X-Semblance!"**_

"X-Semblance? There's no such thing!" Qrow retorted.

"_**You are not one of the chosen! Only we who have evolved this far can claim this power! In my case, ultimate evolution, and…immortality." **_Goblin grinned, describing his new X-Semblance.

Qrow is taken aback by this terrifying claim that Goblin has become immortal, "You're…what?!"

"_**Thank you, Qrow, for unlocking my full potential. Your ignorance has fueled my evolution into an immortal body of destruction. And YOU will be the first to be erased by my ULTIMATE POWER!" **_The transformed Devil Goblin threatened with his new terrifying, demonic voice.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down**

Devil Goblin crosses his arms, grunting intensely while focusing on his newfound power to form a large vortex of energy above Qrow that rains down a storm of green fireballs, _**"Eat this!" **_Qrow tried his best deflecting the fireballs but most of them were too powerful for him as they continuously blast him down. Goblin charges at the weaken huntsman with an intense green aura, rushing at high speed to land a bloody punch that severely drains his Aura. He continues barraging him with lightning-fast punches before grabbing his head and flies down to the ground as he drives him headfirst into the ground, resulting in a massive earthquake before blasting him across the desert with a huge fireball.

"_**Thanks to my evolution, my speed and strength has multiplied exponentially. The ISO-8 coursing through my veins has allowed me to freely manipulate cosmic energy in the form of fire…and magma!" **_Goblin transforms his fists into pure lava before throwing it forward like an over-sized rocket. Qrow quickly blocks the attack with his sword, with the impact causing an explosion and volcanic rock hitting the ground similar to meteors. Qrow was knocked away as a result, while Devil Goblin stands firmly on the ground, taunting the huntsman with a smile. Qrow charges at him but he uses a fiery barrier to repel him down, _**"It's futile, birdie! You've never faced power like this before! I say it rivals the Power Cosmic ITSELF! I AM ULTIMATE POWER INCARNATE!" **_He claims.

"Like I care what you're babbling about!" Qrow charges at Goblin again but with a series of rapid slashes, only to be repelled once again, "No way…What are you?"

"_**I am your king that lurks in the shadows, awaiting the destiny of destruction! I am immortal! All-powerful! I am the DEVIL GOBLIN!" **_Goblin declares himself, leaping at his opponent to bash his knee in his face, knocking him farther away across the desert. _**"You see this, Raven? I TOLD you! The true power of my ISO-Oz Formula! Immortality! Cosmic power! I am evolving into a GOD!" **_Goblin uses his newfound ability to fly and dash towards the weaken Qrow at frightening speeds, punching him in the stomach before he had the chance to reach, grabbing his arm and throwing him in the air, _**"PERISH!" **_blasting him with a humongous fire blast out of his mouth. Qrow reacts with a surprise expression of his face a split-second before he was consumed by the mouth blast. Seconds later, a humongous explosion bursts from the sky as it rains fireballs across the land.

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Eye in the Sky**

'_Such raw power…Is that what the ISO-8 is truly capable of…?' _Raven questioned, stuck in frightened awe after witnessing Osborn's evolved strength killing her powerful brother.

Devil Goblin cackles madly, _**"The ISO-8 and my Goblin Formula grants me all the power I could ever need to bring about a new age. Your brother had no place in my new world. Soon, the rest of the Huntsmen will be extinguished! I am the Goblin King, and soon, a god of destruction! No one can match my power. HAHAHAHAHAHAHA!" **_

Goblin flies away from the devastated battlegrounds to continue his mission locating the perfect spot to build his invincible Goblin Castle. Unbeknownst to Goblin, a particular black bird was watching him in the air, seemingly covered in wounds. The dust old crow is too battered and burnt to follow Goblin and decides to fly off into the skies to recover, now knowing the existence of Remnant's biggest threat.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: So Green Goblin has finally unlocked his X-Aura: The Aura of the Goblin! We saw the immortal Devil Goblin in the prologue and will see more of him in Volume 2, as it's time to head into the Volume 1 Finale titled, "Elementals of Doom", which will adapt the remaining episodes of RWBY Volume 1 with new twists and additions. **

**superjoeyf721: Who said I enjoyed The Other storyline from the comics? This series pays respects and adapts as much of the Spider-Man lore as possible while doing its own thing. Since RWBY and the world they live in is basically a fairy tale brought to life, it would be the perfect opportunity to introduce the presence of Spider-Totems. Besides, this is Marvel Comics we're dealing with here. They've introduced much weirder stuff in the past like recently adding the existence of the symbiote god, Knull.**

**hoodini5569: It wasn't Spider-Man appreciation day. The Spidey Squad Fan Club is a more realistic approach, especially during this point in the story when Beacon and Vale are preparing for the Vytal Festival. It was enough to have Spider-Man visit Beacon and participate in a sparring match. And if you paid attention, Spider-Man did use Maximum Spider to defeat Yang. He just didn't say it out-loud.**

**Giest Nox: Oscar does show up in later stories as cameo appearances. Since Ozpin is still alive in future stories, don't expect Oscar to be any significant anytime soon. And there is little Oz-bashing in this story, considering Goblin is becoming a much more powerful threat than Salem. **

**Next time: Blake exposed?! Enter the Elementals!**

**New Character Description:**

**Devil Goblin**

Abilities:

X-Aura (Aura of the Goblin): Increases strength and speed, see a person's Aura, sense emotions, sense the strength of another Aura.

X-Semblance (grants the user two special abilities):

1\. Oz-Evolution: Unlocks the user's full evolutionary potential. Transform him into Devil Goblin. Manipulation of cosmic energy in the form of fire and magma.

2\. Immortality: Grants the user immortality. Incapable of dying.

Description: Mutated madman seeking godhood. After dying at the hands of Qrow, Green Goblin was brought back to life through his X-Aura, evolving him into the Immortal Devil Goblin, transforming him into a demonic-like entity. Thanks to his ISO-8-enhanced Goblin Formula, all his natural abilities have been enhanced and now possess enough strength to rival the Hulk. His flames have been upgraded to cosmic levels as well, allowing him to manipulate magma at will. This newfound power surpasses the Maidens, and the craziness only begins as he continues his path to omnipotence.


	27. Vol 1 Issue 26: Elementals of Doom Pt 1

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! To my surprise, Beacon started the Spidey Squad fan club celebrating my heroics. What was even more surprising is that they invited me, as Spider-Man, to fight Team RWBY in a sparring match. The girls were good, but they didn't stand a chance against this spectacular webhead. I know they'll get stronger, but right now I'm more concerned about this Professor and these Elementals he's creating. The whole kingdom will be in danger if they are unleashed, meaning I have to find them and put a stop to them.**

**BGM End**

* * *

_Vol 1 Issue 26: Elementals of Doom (Part 1)-The Stray and the Beasts_

**City of Vale**

**BGM-RWBY OST-** **EP 15 Score - The Stray**

It's a bright and happy afternoon in Vale, as the streets are being decorated in time for the Vytal Festival. Red, yellow, and green streamers and balloons are proudly on display, and Team RWBYP is strolling through it all with an awed Weiss Schnee in the front. A sign is being put up by the elderly Shopkeep that reads in bright red letters "WELCOME TO VALE!" for all the foreign newcomers from their respective kingdoms of Remnant.

Weiss stops on her tracks and raises her arms in amazement of the decorations, "The Vytal Festival! Oh, this is absolutely _wonderful_!"

"You're oddly cheery." Peter quipped.

"I don't think I've ever seen you smile this much, Weiss." Ruby frowns a little, "It's kinda weirding me out…"

"How could you _not _smile?" Weiss turns to her partner, "A festival dedicated to the cultures of the world! There will be dances! Parades! A tournament! Oh, the amount of planning and organization that goes into this event is simply breathtaking!" She says as they continue walking.

"You really know how to take a good thing and make it sound boring." Yang sighed with her arms crossed.

"Quiet, you!" Weiss retorts, as the team stop near the docks and the sounds of foghorns are heard.

"Remind me again why we're spending our Friday afternoon visiting the stupid docks?" Yang asked.

"To catch some more fish for Blake." Peter joked.

"Ugh, they smell like fish!" Ruby remarks, covering her nose.

"I've heard that students visiting from Vacuo will be arriving by ship today. And, as a representative of Beacon, I feel as though it is my solemn duty to welcome them to this fine kingdom!" Weiss claims as she starts walking away again.

"She wants to spy on them so she'll have the upper hand in the tournament." Blake proclaims her real objective.

Weiss scoffs, "You can't prove that!"

"I can sense you're _lying_." Peter quipped.

"Your X-Aura is not a lie detector." Weiss retorted.

"If I try hard enough…" He snarks back.

Meanwhile, Ruby turns her head to the right when she notices something interesting that got her saying, "Whoa." The team looks at a shattered window down the street and a door full of yellow caution tape of the Vale Police Force before walking over to the detective in front, who is writing on his pad.

"Good afternoon, officers." Peter approaches the detectives with his team, showing them his VNN ID from his Scroll to prove he's a legitimate photographer, "I'm a photographer for the VNN. Can you tell us what happened here?"

"Robbery. Second Dust shop to be hit this week. This place is turning into a jungle." The detective answered before walking over to his partner.

"That's terrible." Yang sighs sadly, while Peter uses his camera to take pictures of the crime scene.

"They left all the money again." Another detective said to his partner, which got Ruby and Peter's interest.

"Huh?" Ruby turns her head when she hears this.

"Yeah, just doesn't make a lick of sense. Who needs that much Dust?" The first detective wondered.

"I don't know, an army?" His partner remarks.

"You think the White Fang?"

"Yeah, I'm thinking we don't get paid enough."

'_The White Fang were definitely involved in these robberies.' _Peter mentally said with a serious expression on his face. _'They and Torchwick have been working together with this Professor to create an army of superhumans. Or superfaunus is the right term for this case. Project Elementals. The Professor had provided them advanced tech to steal as much Dust as possible to perfect his Dust Formula and create unstoppable creatures based on the elements. Still have no idea where to find them, or how to stop them if they're complete. But it doesn't explain Mach-X's involvement. Does that mean the White Fang were behind the Devil's Breath outbreak as well? I'm not so sure. Am I still missing a clue or something?' _He ponders intensely to himself, still trying to figure out this mystery involving Mach-X and the Professor.

"Hmph! The White Fang." Weiss says, snapping Peter back to reality to see her cross her arms and pointing her nose in the air with her eyes closed. "What an awful bunch of degenerates!" She insults the criminal group.

"What's _your _problem?" Blake respond with a glare, as if she took offense to that statement.

"_My _problem?" Weiss turns to her teammate, "I simply don't care for the criminally insane."

"The White Fang is hardly a bunch of psychopaths." Blake refutes, crossing her arms as things get serious between her and Weiss. "They're a collection of misguided Faunus." The hidden Faunus claims.

"Misguided? They want to wipe Humanity off the face of the planet!" Weiss argued.

'_That's certainly a possibility with the Elementals.' _Peter quips in his thoughts.

"So then they're _very _misguided." Blake retorts. "Either way, it doesn't explain why they would rob a Dust shop in the middle of downtown Vale!"

'_I do, but I haven't gotten the chance to tell Blake anything about the Elementals. Why does she sound defensive of the White Fang?' _Peter wondered.

"Hmm... Blake's got a point. Besides, the police and Spider-Man never caught that Torchwick guy I ran into a few months ago... Maybe it was him." Ruby remarked, believing Torchwick is involved in these robberies.

"It's a definite possibility. And recent months have proven there are more dangerous criminals out there than the White Fang." Peter stated.

"That still doesn't change the fact that the White Fang are a bunch of scum. Those Faunus only know how to lie, cheat, and steal." Weiss claims, causing Blake's blood to boil with growing anger.

"That's not necessarily true..." Yang remarked.

"Us Humans are like that too. We're all people. The only difference between us and Faunus is that some of them have tails and look a little funny." Peter defends the Faunus, which makes Blake really happy to see him defending her kind.

"Hey, stop that Faunus!"

As the team overhears the cry for help and rush over to investigate, a Faunus with a golden monkey tail is seen running down the length of the boat and leaping on to the edge as the two sailors are about to apprehend him. "Thanks for the ride, guys! Haha!" The stowaway looked back at his pursuers, before jumping off and hits the dock running.

"You no-good stowaway!" A sailor shouts at the running monkey.

The monkey faunus uses his tail to hang on a lamppost while he peels back a banana, "Hey! A _no-good _stowaway would've been caught! I'm a _great _stowaway!" Before he eats, one of the detectives down below throws a stone at him to get his attention.

"Hey! Get down from there this instant!" The detective demanded.

The stowaway drops the banana peel on the detective's face, who growls in return. The monkey-like Faunus twirls up to crouch on the lamppost, laughs in amusement, and proceeds to leap off and run away from the detectives. As he runs past Team RWBYP, he winks at an astonished Blake while being chased by the officers.

"Well, Weiss, you wanted to see the competition, and there it goes…" Yang quips, watching the Faunus get farther and farther away.

"Quick! We have to observe him!" Weiss holds up her finger, as everyone but Peter and Blake give chase.

"It's okay to use the word 'spy'. We won't laugh at you." Peter joked. "C'mon, Blake. Let's hurry before Ice Queen trips herself. Blake?" He turns to Blake, noticing her standing still while lost in thought. "You okay, kitten?" He asks her, which was enough to snap her back to reality.

"Huh?" She remarked, looking a little lost.

"Don't let what Weiss said get to you. You're a shining example of how cool Faunus can be when they think with their heads and not with their tails." Peter said sincerely with a smile, which was enough to cheer up his secret cat friend.

"Thanks." She smiled.

"Your welcome. C'mon. Let's go catch up with the others." Peter says, as the duo quickly catches up with their friends.

The team rounds the next corner, but then Weiss bumps into someone and trips. She looks up only to see the monkey faunus jump onto a building and disappear from her view, "No, he got away!"

"Uhh…Weiss?" Yang points strangely at the girl underneath her teammate.

Weiss finally sees that she fell on a smiling girl, which startles the heiress and she hastily gets up. The girl is still on the ground smiling widely as she greets the team with a weird, "Sal-u-ta-tions!"

"Um…hello." Ruby greets her with a weird look.

"Are you…okay?" Yang asks the mystery girl.

"I'm wonderful! Thank you for asking." She happily answered while still on the ground.

The team looks at each other in bewilderment from her weirdly positive attitude before Yang speaks up again, "Do you…wanna get up?"

The mystery girl thinks about this for a moment before answering, "Yes!"

"Let me help you." Peter was kind enough to lend her a hand and help her on her feet, while his teammates steps back a little from the weird girl.

"I recognize you. You're that Beacon student who helped Atlas cure the Devil's Breath virus and the photographer who takes pictures of the vigilante Spider-Man, Peter Parker." The mystery girl recognizes Peter.

"Uh, yeah, that's me." Peter replies awkwardly, as something about this girl doesn't make sense to him.

"My name is Penny! It's a pleasure to meet you!" Penny Polendina introduces herself to the team.

"Hi Penny. I'm Ruby." Ruby introduces herself before the others.

"I'm Weiss.

"Blake."

"Are you sure you didn't hit your head?" Yang quips and gets hit to her side by Blake for it, "Oh, I'm Yang."

"It's a pleasure to meet you!" Penny repeated.

"You already said that." Weiss noticed.

Penny pauses again for a moment, "So I did!"

"Well, sorry for running into you!" Weiss apologizes, as the team turn around and start walking away from the weird kid.

"Take care, friend!" Ruby waves her arm at her.

"See ya, pal!" Peter says goodbye to her as well.

"She was…_weird_…" Yang states when they get far enough away from the startled Penny.

"The way she spoke and her movements. There was something about her that seemed…robotic to me." Peter ponders with his hand touching his muzzle. "But I could sense she has an Aura, so being a robot wouldn't make a lot of sense."

"Now, where did that Faunus riff-raff run off to?" Weiss looks around for any sign of the monkey faunus, but as she looks on ahead, she was surprised to be suddenly greeted by Penny again who appeared out of nowhere.

"What did you call me?" Penny asks the team.

"Where did you come from?" A surprised Peter responds, as Weiss looks back and forth in shock from Penny's sudden appearance before them.

"Oh, I'm really sorry, I definitely didn't think you heard me!" Yang apologizes for her earlier opinion on the weird girl.

"No, not you." Penny walks through the group and leans her head down to both Ruby and Penny, "You two!"

"Us? I-I don't know. I, what I, um, uh…" A startled Ruby remarks.

"If it's about the robot comment, I don't think you're a…" Peter quips before being interrupted by Penny.

"You called me 'friend'! And you called me 'pal'! Am I _really _your friend and pal?" Penny asks the startled duo.

"Uuuum…" Ruby looks over Penny's shoulder while her teammates motion to deny her.

"Guess so." Peter shrugs while being nice, not wanting to break the girl's feelings as he gets the feeling she could use some friends.

"Y-Yeah, sure! Why not?" Ruby said, causing the other girls to comically faint.

"Sen-sational! We can paint our nails, and try on clothes, and talk about cute boys!" Penny said, looking overjoyed and laughs.

"Haha. Deja-vu. She reminds me of you, Rubes." Peter chuckles with his arms crossed, finding Penny a little funny with her strange antics.

"Oh, is this what it was like when you met me?" Ruby groans to Weiss.

"No. She seems _far _more coordinated." Weiss remarks stoically, while brushing herself off.

"So…what are you doing in Vale?" Yang asks the weird girl.

"I'm here to fight in the tournament." Penny answered.

"Wait, _you're _fighting in the tournament?" Weiss questioned.

"I'm combat ready!" Penny saluted.

"Forgive me, but you hardly look the part." Weiss responded.

"Says the girl wearing a dress." Blake remarked.

"It's a combat skirt!" Weiss refutes with her arms crossed.

Ruby speeds over to her skirt sister's side, "Yeah!" as the heiress holds out her hand and she low-fives it.

"Still a dress." Peter quipped.

Suddenly, realization hits Weiss as she walks over to Penny and grabs her by the shoulders to ask her something, "Wait a minute. If you're here for the tournament, does that mean you know that monkey-tailed…rapscallion?"

"You really love using big words, don't you Weiss?" Peter quipped, annoying the heiress.

"Zip it, Parker!" She retorted.

"The who…?" Penny asks about the rapscallion, wondering who she is talking about.

"The filthy Faunus from the boat!" Weiss holds up a poor drawing of the criminal-in-question to her, asking her for the whereabouts on the monkey.

'_When did she get the time to draw that?' _Peter mentally quipped.

"Why do you keep saying that?!" Blake angrily retorts, grown annoyed from the constant insults on that stowaway.

"Huh?" Weiss turns her attention to her teammate as she walks over to her.

"Stop calling him a rapscallion! Stop calling him a degenerate! He's a person!" Blake begins another argument with the heiress.

"Oh, I'm sorry." Weiss releases Penny while motioning to objects around her, "Would you like me to stop referring to the trash can as a trash can? Or this lamppost as a lamppost?" She remarks sarcastically, which pisses off Blake and slowly annoys Peter a little as well.

"Stop it!" Blake retorted.

"Stop _what_? He clearly broke the law." Weiss argues.

"He's just a stowaway. You're acting like he robbed a bank." Peter responds, trying to be the level-headed one in this argument between Weiss and Blake.

"Give him time; he'll probably join up with those other Faunus in the White Fang to rob more banks." Weiss retorted.

Blake growls, clenching her fist as she angrily retorts, "You ignorant little _brat_!"

'_And just like that, this argument has been extended by another hour.' _Peter quips, mentally slapping his face.

Weiss looks offended by that insult while Blake walks away. "How dare you talk to me like that! _I _am your teammate!" She retorts, following her to continue their little argument.

"_You _are a judgmental little girl." Blake claims.

"What in the world makes you say that?"

"The mere fact that you would sort that Faunus boy with a terrorist group solely based on his species makes you just as much of a scoundrel as you believe him to be!"

Yang slides up to Ruby and Peter, as all three of them are looking very uncomfortable watching their friends argue. "Um, I think we should probably go…"

"Where are we going?" Penny suddenly pops up behind Ruby with a smile, as they continue awkwardly listening to Weiss and Blake arguing.

"So you admit it! The White Fang _is _just a radical group of terrorists!"

"That's not what I meant, and you know it!"

Peter sighs deeply, as he really wants to intervene and stop this pointless bickering between friends. But his Parker Luck wouldn't have it, as his spider-sense alerts him to strange thugs nearby fleeing into a sewer hole, _'What are those wonderful creeps up to? As if the bickering between Elsa and Kitty wasn't enough to keep me entertained.' _He turns to Ruby and Yang, "Sorry. Have to go. Work is calling." He says before running away.

"Wait! Shouldn't you stop this argument first?! You're our mentor! They'll listen to you!" Ruby shouts, wanting him to stop their friends from arguing with each other.

"I know those two! Things will work out between them! Trust me!" Peter shouts back, while running far away to a safe place to change into his costume.

"I hope so…" Ruby frowns sadly, getting a feeling things will turn out worse between Weiss and Blake.

**BGM End**

* * *

**Vale Sewers**

**BGM-Spider-Man 3 (Game) OST-Sewers #1**

Spider-Man drops through a sewer hole, finding himself in Vale's nasty sewer system in pursuit of the fleeting crooks. _'I can't believe I ran off like that. I must be out of my mind.' _Spidey berates himself while crawling along the sewer walls, _'There's no getting past it. The longer I'm stuck in this dimension, the more those girls feel like family to me. If MJ and Aunt May weren't waiting for me back home and I wasn't tasked to stop some great evil, I…' _He ponders on the thought of staying in Remnant if it was possible, but quickly brushes it off to another topic, _'Why do I keep ditching my friends like this when they need me the most? It's stressful having to juggle this friends n' family stuff. But with great responsibility comes…' _He sighs as he jumps down, _'Great responsibility.' _He says while sliding deeper through the sewers, focusing on his spider-sense to locate those thugs, _'I sympathize with Blake. Just because people like me and her are different doesn't mean we should be treated differently. But at the same time, the White Fang are creating elemental monsters that could wipe out mankind like Weiss said. I can't tell them that. It'll make things worse between those two. I'll go talk to them as soon as I find those crooks.'_

The webhead bounces off the walls through a hole and leaps out of it to land on a pipe. He looks down and spots the thugs he has been chasing down below, _'There they are'. _He jumps down towards the thugs as he gets their attention, "Did you kids come all the way down here to feed the sewer rats? Master Splinter will be so happy." He jokes, stomping onto a goon before easily punching away some others. One thug tries to punch him but he jumps over his fist and webs him to the floor, landing to kick away the remaining goon unconscious.

**BGM End**

"That was too easy, which is a plus for me. Let's see if any of you boys stole anything." Peter kneels down next to one of the unconscious thugs. Just as he was about to touch him, their body strangely destabilizes from a holographic form to reveal a robot body behind the skin, "Wha? They're hard-light hologram robots, but why?" He asks himself.

**BGM-Spider-Man 3 (Game) OST-Boss Fight**

Quietly, the sewer waters start bubbling behind the hero while he's investigating the weird robot thug as something in the water is creeping towards him. His spider-sense tingles, alerting him to the upcoming danger, "Spidey, I could think of _one_ reason why you've been led here by fakes, because this is…"

Spidey turns around just as a giant serpent made of water suddenly rises from the water and dives at him. "A TRAP!" He quips, quickly jumping away from the hydro serpent before he was consumed. He lands as he watches the serpent transform into the size of a large man made entirely of water with no facial features or anything. Just living water in the shape of a normal human being while being carried by a watery vortex. "Long time no see, Hydro-Man. Knew that sunbath wouldn't keep you dry forever." Spidey jokes, recognizing the creature as Hydro-Man.

"_**GRAAAAAAH!" **_Hydro-Man lets out a loud roar that doesn't sound like a normal Faunus anymore but a mindless monster, as the creature tries blasting the webhead only to miss as he jumps away.

"Though it seems it did fry your brain." Peter quipped.

His spider-sense tingles again as he looks up to see a humanoid-like creature made of fire and molten lava suddenly drop in front of him. The Fire Elemental known as Molten Man roars as it tries to punch the webhead. "Whoa!" Spidey jumps away from his fiery swing. But while leaping through the air, he grunts as he gets blasted with a windy vortex caused by a frightening creature with a face made entirely of air dubbed Cyclone. Spidey was blasted onto a pile of sand as he slowly stands through the pain, "Monsters made from water, fire, and air? Who else am I missing?" He looks at the sand underneath his feet, "Oh boy." His spider-sense tingles as he immediately jumps away from the large sand hand that almost grabbed him, as the pile of sand rises and transforms into a human-ish creature made of earth and sand dubbed Sandman.

"Looks like I found them. Or they found me. The Elementals." Spidey remarks, landing on a pipe above the assembled creatures formed from the primary elements. "Howdy, gentlemen. Been looking all over for you. Wasn't expecting you four to be sewer dwellers. I was hoping to run into the ninja turtles." He jokes while confronting the elemental creatures.

**BGM End**

* * *

**In Osborn's Mt. Glenn Lab…**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Music 5**

Osborn and Torchwick are watching the fight between Spider-Man and the Elementals from the lab thanks to hidden cameras that were placed in the sewers beforehand. Now they get to watch in crisp high-definition quality of their greatest experiment destroying the webslinger.

"Since when did Spider-Man know about the Elementals?" Torchwick asks his partner, as it sounded to him that Spidey knew about the Elementals.

"It doesn't matter." Osborn answers calmly. "He failed to realize their existence until they were already complete, and now he will pay the price for his childish ignorance" He presses a button on the computer to speak with his greatest creations, "It's time to put you children to work. Elementals! Destroy Spider-Man! Make papa proud!" He orders his creations, as he and Torchwick watch the carnage from the safety of their base.

**BGM End**

* * *

**Back in the sewers…**

**BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

"_**GURRRRAAAH!" **_Hydro-Man listens to his master's orders as he takes control of sewer system above Spider-Man and pours down a hefty amount of water on him.

"Nope!" Spidey quickly jumps away from the pouring flood, "Sweet of you, but I already took a shower this morning." He quipped, dropping down in front of Sandman to throw a punch that harmlessly pass through his body. He looks up at the snarling Elemental, "You weren't mutated from a man named Flint Marko, were you?" He jokingly asks the creature. Sandman roars as it punches the wallcrawler off his body, hurling him to get swung away by Molten Man's lava fist. Peter lands on his feet and attempts to web up the fire Elemental, only for his webbing to burn away from the intense heat it's emitting as he quips, "You're certainly an upgrade from the Molten Man I know." He notices Cyclone about to blast him with tornadoes, so he zips around the sewer to avoid them until he was caught by the wind Elemental's large hand. "Argh! How can AIR grab me?! Maybe if you pressurized the air molecules…" He quips while slowly being crushed, until the creature brutally smashes him through several pipes until he lands down in pain.

'_Taking on Hydro-Man and Zzzax by themselves were a pain.' _Peter mentally remarks, noticing the Elementals about to attack him one-by-one, forcing him to be on the defensive and dodge their attacks like his life depends on it, _'Taking on the four physical manifestations of nature itself all at once is NOT how I would spend a day at the beach. No time to call for backup. Weiss would probably argue that all Faunus should live in sewers. C'mon, Spidey, you got this! You've beaten the Sinister Six by yourself, and embarrassed the X-Men during the Secret Wars. I'm more than capable beating elemental butt. Just gotta add a little science into this equation!'_

Spidey leaps onto and runs along a wall away from the endless sand blasts from Sandman. He jumps off the wall and counters with some web bullets to annoy the creature as he lands across from him, "Pay attention, sandy beach. I wanna teach you and your pals some basic science lessons." He quips as he attaches weblines on stationary pipes directly above Sandman, "Sand hates water…" He pulls open the pipes to flood water on the earth Elemental. Molten Man fires lava balls at the webhead, forcing him to leap away in front of Hydro-Man preparing a water blast, "Fire hates water…" He jumps, tricking Hydro-Man to blast Molten Man with a powerful water blast that weakens him, "Water hates electricity…" Peter then fires his electric webbing through Hydro-Man's body to electrocute him into a puddle. Cyclone monstrously flies towards the aerial webslinger, as he charges up a Concussive Blast, "And air hates having its molecules disrupted by a Seismic Blast!" He blasts a powerful sonic wave that scatters Cyclone into nothing.

Spider-Man lands in the center of the seemingly defeated Elementals, "It's like playing Pokemon but with gadgets, and my life is on the line. That should keep them down until I could find a way to contain them." He said. But as his luck would have it, the Elementals don't stay down for long as they quickly reform themselves back to tip-top shape while looking mighty angry at the webhead. "Things are _never _easy." He quipped.

Hydro-Man and Cyclone perform a rather surprising team up attack by combining their powers and blasting Spider-Man into a violent vortex of wind and water that painfully hurls him around the sewers, smashing him into everything in their sight. "Team-up move?! So they aren't so mindless after all!" He screams while being hurled around like a ragdoll. He's then hurled towards Molten Man, who blows out blasts of fire from his arms to pin the webhead to the floor. The creature stops to allow Sandman to pin him down with his large foot, morphing his hand into a hammer to brutally pound on the hero's body.

Weakened but not dead, Spider-Man blinds Sandman with his webbing, forcing him to walk off his body and allow the webslinger to zip into the air for safety. But Molten Man wouldn't allow it and blasts him into a tunnel that has a dead end. "Just perfect. A dead end. It won't kill me to ask them to open a path, right?" He quipped, until he turns around to see the Elementals about to combine their powers for one devastating finishing move. "I think it might." He mumbled.

**BGM End**

The Elementals unleash their respective elementals to combine into one multi-colored, powerful blast aimed directly at Spider-Man. The webhead crosses his arms to block it, but it didn't help at all as he's instantly consumed by the large blast while screaming, "AAAAAAAAAAH!" The elemental blast was powerful enough to obliterate the tunnel and open a path to a large waterfall deep in the sewers. The Elementals stand on top of the waterfall, believing they have killed Spider-Man with that final attack.

'_YES! HE'S DEAD! SPIDER-MAN IS FINALLY DEAD! Ha ha ha ha!' _Torchwick hollers in sheer joy believing Spider-Man is dead, as he has been watching the whole fight through Osborn's hidden cameras.

'_Don't be ridiculous. Spider-Man has survived FAR worse. It'll take much more than that to kill him.' _Osborn berates him for the premature celebration. _'Elementals, search the sewers for Spider-Man. There's no way he survived that last attack unscathed, so he couldn't have gotten far. Find him!'_

The Elementals obliges to their orders and split up individually through the sewers to find Spider-Man. Too bad for them, he was under their noses the entire time. Wet and bruised with a battle-damaged costume that still has a functional stealth mode that he uses to quietly escape the sewers.

* * *

**That night at Beacon Academy…**

"I don't understand _why _this is causing such a problem!"

"That _is _the problem!"

In their dormroom, Weiss and Blake continue having their heated argument regarding Faunus and the White Fang. Yang and Ruby continue observing with no audio input from either sister as they see Weiss get up from her bed. "You realize you are defending an organization that hates Humanity, don't you? The Faunus of the White Fang are pure evil!" Weiss argued.

Blake springs up on her feet as she argues, "There's no such thing as pure evil! Why do you think they hate Humanity so much? It's because of people like Cardin, people like _you_, that force the White Fang to take such drastic measures!"

"People like _me_?"

"You're discriminatory!"

"I'm a victim!" Weiss stated, as they stare each other down in silence, with the heiress leaning in close and leering as she speaks quietly, "You want to know _why_ I despise the White Fang? Why I don't particularly trust the Faunus?" She leans against the bookshelf by the window, "It's because they've been at war with my family for years. War, as in _actual_ bloodshed. My grandfather's company has had a target painted across its back for as long as I can remember. And ever since I was a child, I've watched family friends disappear; board members executed; an entire train car full of Dust, stolen. And every day, my father would come home, furious. And that made for a very difficult childhood." She bangs her fist on the bookshelf.

Ruby goes over to comfort her sincerely saying, "Weiss, I-."

"No!" Weiss turns away from her partner and angrily walks back over to Blake telling her, "You want to know why I despise the White Fang? It's because they're a bunch of liars, thieves, and murderers!"

"Well maybe _we_ were just tired of being pushed around!" Blake retorts, accidently revealing her Faunus heritage and her allegiance to the White Fang.

Silence drops everywhere in the room as a surprised Weiss backs away slowly, and Blake realizing her mistake as she looks around at her teammates, "I…I…"

**BGM-Spider-Man 3 (Game) OST-Black Tension**

Suddenly, the door into the dorm opens as the stunned girls turn around to see a battered, bloody, and wet Peter painfully entering the room, grunting clenching onto his stomach and dropping on one knee after narrowly surviving his fight with the Elementals.

"PETER!" Ruby shouted.

"Oh my god!" Yang shouted.

The two sisters rush to his aid as they carefully help him up by his shoulders. "Peter, where were you? What HAPPENED to you? Why are you so hurt? It looks like you were almost drowned by Hydro-Man." Weiss asks, shock as she never seen him this hurt before.

Peter pants, trying to regain his breath as he weakly replies to the heiress, "You're kinda on the nose on that one…That's the last time I'm taking pictures in the sewers…" He grunts in pain.

"Hydro-Man's alive…?" A shocked Weiss remarks from hearing her attempted murder has returned, and has harmed her friend.

"Peter, are you okay?" Blake sincerely asks him, wanting to check if he's okay.

"Get away from him!" Weiss shouts at the revealed Faunus. "It's because of Faunus like you and Hydro-Man Peter was almost KILLED tonight!"

'_What?! They know Blake is a Faunus?! What the hell did I miss?' _Peter mentally remarks in surprise.

Blake seems hurt by that comment and feels guilty by indirectly putting Peter in danger, so she dashes out the door to run away, despite Ruby's pleas to stay, "Blake, wait! Come back!"

Peter grunts through his painful wounds to stand on his own, clenching onto his wounded left arm as he heads for the door, "I'm going after her!"

"But you're hurt!" Yang reminds him.

"I don't care! I'm not abandoning another friend!" Peter retorted.

"That 'friend' is part of the White Fang." Weiss informs him.

"I don't believe that." Peter firmly believes otherwise with his back facing the heiress.

"You weren't here when she said it." Weiss reminds him.

"Which makes it my responsibility to learn the truth!" Peter retorted.

"You'll get yourself KILLED!" Weiss retorts.

"THEN FINE!" Peter furiously turns to her with his slitted red eyes and vicious fangs showing because of his activated X-Aura. His beast-like demeanor and sudden burst of anger scares his teammates to utter silence as he sternly walks down the hallway, as Yang sits herself down and Weiss looks down while Ruby looks on in concern for both her runaway friends.

**BGM End**

* * *

**Outside, at the Beacon Courtyard…**

Blake runs outside and arrives at a statue of an armored man with a sword and a hooded woman wielding an axe on an outcropping, staring at the Beowolf under the stone heroes in particular.

She closes her eyes and slowly lifts her arms up to her bow and pulls the string to release the bow from her hair. She wipes away a tear away while revealing her Faunus ears. On the verge of crying, she becomes startled when she hears a voice above her, "I _knew _you would look better without the bow," causing her to turn around and look up.

* * *

**Elsewhere, in the City of Vale**

**BGM-Spider-Man 3 (Game) OST-Black Tension**

"I never should've left." Spider-Man berates himself while frantically swinging through the nightly city looking for his missing faunus friend. "I should've been there. Stopped them from arguing. This is all my fault. I'm supposed to be their mentor, but my absence keeps tearing the team apart, and now Blake is out here all alone. If the Elementals find her, I'll never forgive myself! I can't! I won't…"

Suddenly, he loses the strength to hold onto his webbing as he crash-lands onto a nearby rooftop. "Too weak…I need rest…I can't…give up…now…I can't…I…can't…" He tries standing up but his wounds are too serious as he collapses back down. His sight becomes delirious as he passes out on the rooftop unconscious with no one to see him and no one to help him.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: In case you need a reminder, the Elementals are based on the monsters that appeared in "Spider-Man: Far from Home" and will be the "final bosses" to cap off this volume. **

**XenoSlayer983: The suits are, and will be wearing in this remake are: Classic Suit, Iron Spider (Classic and MCU), and Homecoming Suit. No Raimi or Webb Suits because I'm honestly not the biggest fan of them and will most likely never appear in the series.**

**Gameer98: Spider-Man will gain an X-Semblance, but they'll be simple "passive" abilities. Nothing OP or anything from the original story.**

**Jufesocar: I can confirm Sonic the Hedgehog will play a much bigger role and join the main cast in Volume 3 alongside the Avengers.**

**Next time: Black and White!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	28. Vol 1 Issue 27: Elementals of Doom Pt 2

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! The Professor completed the Elementals and sent them after me in the sewers, nearly killing me. I managed to escape back to Beacon, only for the gang to learn Blake is a Faunus. What's more surprising is that she's apparently a member of the White Fang. I didn't know that. I have to find her for the truth. She may be in danger. **

**BGM End**

* * *

_Vol 1 Issue 27: Elementals of Doom (Part 2)- Black and White_

**City of Vale**

Nearly two days have passed since Blake was exposed as a Faunus and fled from the school. Shortly after, a wounded Peter went after her that same night and hasn't been seen or heard from since. During one morning, Ruby wakes up from her beauty sleep, yawning in the process. She looks over at Blake's empty bunk and Peter's empty bed, and groans sadly as she wonders where her friends had ran off to.

"They've been gone all weekend…" Ruby said to her remaining teammates, as they walk through the empty streets of Vale.

"Blake's a big girl, I'm sure she can handle herself!" Weiss said.

"But what about Peter? You saw the condition he was in. He was hurt. Both he and Blake are our teammates." Yang reminds her.

"I'm sure Peter's fine." Weiss frowns, genuinely sounding concern for her mentor for a moment, until that worried frown quickly disappears while thinking of Blake, "But Blake? Is she one of our teammates? We all heard what she said!"

"Weiss." Ruby sadly remarks.

"Maybe she is, maybe she isn't. Either way, she and Peter are missing, and we need to find them!" Yang said.

"A member of the White Fang! Right underneath our noses!" Weiss remarked.

"I just hope they're okay…" Ruby mumbles with a sad frown.

* * *

**With Spider-Man…**

"Urgh…Uhhh…Huh…" Peter groans, as his eyes tiredly blink themselves awake to see he's been sleeping on the same rooftop that he passed out on two days ago. "Is it morning already…?" He tiredly joked. Feeling completely rested after his beauty sleep, he slowly stands up from the mysterious blanket made from webbing that was used to tuck him in without his notice. "What's this?" He asks himself while picking up the web blanket. "A web blanket? I didn't make this. Huh?" He looks at a hole in the roof to see several spiders crawling out to seemingly greet him. He kneels down, staring at the spiders while questioning, "Spiders? Were these the ones that made this blanket for me? Did I…call them? Did they sense I needed protection for the night? Well, thanks, I guess." He says with a weird look to the spiders before standing up and looking around the bright peaceful city.

**BGM-Marvel's Spider-Man (PS4) OST-** **Free Roam/Open World Music Theme 2**

'_What am I doing? I'm not Ant-Man. Talking to spiders is ridiculous. That fight must've REALLY worn me out. But my head…' _Peter clenches onto his head, feeling a strange headache that quickly subdues itself, _'This is all so confusing.' _He focuses on his unstable molecules suit, mentally commanding it to repair itself after it was nearly ripped to shreds by the Elementals. _'There we go. Good as new.' _He says, leaping onto the edge of the rooftop to perch on, _'Now, if I recall, the girls found out Blake is a Faunus and she ran out into the night, and I have no clue where she went. But now that I'm rested, maybe if I use my X-Aura to amplify my Spider-Sense, I should be able to scan the city to pinpoint her Aura signature. Will it work? I have no idea, but I like experimenting. Just gotta focus.'_

His scarlet red aura appears as it envelops his body to enhance his abilities. By focusing it all into his Spider-Sense to use it to its full potential, he unleashes an invisible red shockwave that covers a wide range emitting from his position. He's senses the people that were caught in his psychic scan, sensing who is a good Samaritan and a bad crook judging by their hidden auras. _'Unleashing the Spider-Sense to its fullest potential. So many people down there, but where is…' _He suddenly makes a sharp turn to another direction when locates the Aura he was searching for, _'There!' _

Spider-Man swings towards the middle of the city to land on a rooftop across a balcony café. He activates the zoom-in function of his lenses to see at far distances and spots Blake sitting at the café next to a familiar monkey faunus. "Found her, at that café! Glad she's okay, but who is she sitting with? He looks like that monkey faunus from before. Wondering what they're talking about. Might as well go greet them myself. I could use a cup of coffee." He jokes, getting ready to change into his civilian clothes to reunite with Blake.

**BGM End**

On the balcony café, Blake is sipping a cup of tea and sighing. She looks up at the monkey faunus sitting across from her, who holds his drink with his tail as his hand props his head up. He takes a sip when Blake puts her cup down.

"So, you want to know more about me…" She said while looking at him intently.

"Finally, she speaks! Nearly two days and you gave me nothing but small talk and weird looks!" The monkey faunus jokes, earning her firm look glaring at him, "Yeah, like _that_."

"She's a big fan of those expressions."

The two Faunus turn around to the source of the joke and see Peter, in his civilian clothes, approaching them with a smile. "Peter!" Blake gasps with happiness and relief that her friend is okay after remembering how banged up he was last time.

"Yo." He casually greets her with a hand wave.

Blake gets off from her chair to embrace him with a hug. "I'm so glad you're okay. I was worried about you." She said sincerely.

"Heh. I'm fine, B. I'm a quick healer. I was the one that was worried. I've been searching all over for you since you ran out last night." Peter says, as they let go of their heartwarming hug.

"Last night? Peter, I left Beacon two days ago." A confused Blake remarks, greatly surprising the vigilante that he was out cold for nearly two days.

"Two days?! I was out that long? I really need to fix my alarm." He quipped, scratching his head. "Well, I'm glad I found you and you're not hurt, but we need to talk. Sounds like the others know your secret, and something else you never told me." He said, saddening her as she did hide the fact she was part of the White Fang.

"I'm sorry…" She remarks sadly.

"That's okay." Peter smiles, surprising her that he's not mad for lying to him. "I'd be a _real _hypocrite if I got mad at you for keeping secrets. Care to give me the full details over a cup of coffee?"

A small smile form on Blake's face, "Sure. I was just about to explain to Sun everything before you showed up."

"Sun?" Peter questions as he approaches the table with the monkey faunus.

"That's me! Sun Wukong! Came from Mistral to participate in the Vytal Festival. Pleasure to meet ya." Sun cheerily introduces himself to Peter as they shake hands.

"Likewise. Name's Peter Parker." He smiled.

"Seriously?! No way! You're the guy who takes pictures of Spider-Man! I love that guy! Blake never told me she's friends with you." Sun remarks with a surprised gasp.

"She likes to hide secrets that'd prevent me from being popular." Peter quips, smiling as he sits down with Sun and Blake.

Blake rolls her eyes at his slightly amusing joke before closing them and looking at her friends sadly, "Sun…Are you familiar with the White Fang?"

"Of course! I don't think there's a Faunus on the planet who hasn't heard of them. Stupid, holier-than-thou creeps that use force to get whatever they want. Bunch of freaks, if you ask me!" He babbles, while Blake sips her drink until she speaks up for the big reveal.

"I was once a member of the White Fang." She admitted.

Peter's eyes widen in surprise from this news as Sun promptly goes cross-eyed and chokes on his drink, making him put it down and wipe his mouth as he holds up a hand to process this information. "Wait a minute, YOU were a member of the White Fang?!" Sun responded.

"That's right. I was a member for most of my life, actually. You could almost say I was born into it..." She confessed.

"How?" Peter asks curiously, wanting to hear her story.

**BGM-RWBY OST-** **EP 16 Score - Black and White**

Blake explains her history with her former group, "Back then, things were different. In the ashes of war, the White Fang was meant to be a symbol of peace and unity between Humans and the Faunus. Of course, despite being promised equality, the Faunus were subjected to discrimination and hate. Humanity still thought of us as lesser beings. And so, the White Fang rose up as a voice of our people. And I was there. I was at the front of every rally. I took part in every boycott. I actually thought we were making a difference. But I was just a youthful optimist. Then, five years ago, our leader stepped down, and a new one took his place. A new leader, with a new way of thinking. Suddenly, our peaceful protests were being replaced with organized attacks. We were setting fire to shops that refused to serve us, hijacking cargo from companies that used Faunus labor. And the worst part was, it was working. We were being treated like equals. But not out of respect... out of fear."

**BGM End**

Blake finishes her story as she puts down her teacup in front of a stunned Sun and a staring Peter. "So, I left. I decided I no longer wanted to use my skills to aid in their violence, and instead, I would dedicate my life to becoming a Huntress. So here I am: a criminal hiding in plain view, all with the help of a little black bow." She wiggles her cat ears beneath the fashionable disguise to demonstrate.

After coming to terms with her story, Sun asks her with a serious tone, "So…have you told your friends any of this?"

Blake merely looks down in shame and says nothing. Peter stares at her with a frown, completely sympathizing with her as he made it his rule to never tell anyone he is Spider-Man, otherwise he might put his friends and family in mortal danger and add more depressing guilt to his conscious.

"If it's any consolation…" Peter speaks, gaining the cat's curious attention as he speaks in a calm, mature tone, "You did the right thing leaving when things got rough. I've made some friends with people who are _just _like you. They were part of the wrong crowd until they had a change of heart and realized they could use their abilities to serve a greater purpose. To protect the world and earn equality in a peaceful manner. Switching sides takes a lot of strength and bravery. I can imagine it was pretty hard for you since you consider the White Fang as family. But that makes you one of the strongest people I've ever met to make such a life-changing decision, and that makes me honored I'm your friend." He stated, still considering Blake as one of his best friends even after hearing her backstory.

Blake seems a little teary-eyed from his nice compliment, eternally grateful to have made a best friend that'll continue to support her to the future. "Thanks, Peter." She said with a genuine smile.

Peter nods with a smile before turning to Sun, "Can you excuse yourself for a few minutes? Sorry, but I need to tell Blake a few things. They're important."

"Sure. I needed to refill my cup anyway." Sun grins, walking into the café to leave Peter and Blake to have a private conversation.

**BGM-Sonic Rush OST-Theme of Strained Event**

"What's so important?" Blake questions the hero.

"It's about the Professor." Peter answers with a serious tone.

"Did you learn about his next move?" She responded, immediately engaged in the conversation.

"Yeah, after the Spidey Squad fan meeting."

"And you're telling me this _now_?" Blake glares at him for hiding this crucial information for a while during this mess with their teammates.

"Can we not?! I was nearly killed by his elemental pets." Peter retorts.

"Elemental…?" She gives him a look of confusion, wondering what he discovered.

"Project Elementals." Peter explains to her. "That's what I learned from hacking Mach-X's database. The Professor has been experimenting with Dust for a formula that _mutated_ four White Fang soliders into monsters that represent the primary elements, one of them being Hydro-Man, the Water Elemental. The rest are creatures formed from air, fire, and earth respectively. We saw how close creatures like Hydro-Man and Zzzax were in destroying the city. With all four Elementals unleashed, they could destroy the entire kingdom! No one will be able to stop them!" He stated.

Blake is visibly terrified to learn of the Elementals and the potential destructive power they wield that could spell doom for the whole kingdom, "Oh my god…But, _you _should still be able to stop them, right?" She asks the genius superhero.

"Not entirely sure yet. But I might have an idea that I want to experiment in the lab. But it'll take me a while, and I don't know when the Elementals will strike next." Peter says, before handing her a Spider-Tracer, "This is a Spider-Tracer. If you notice anything strange, press on it and I'll be on my way."

"I understand." Blake nods, putting away the device in her pocket.

**BGM End**

Peter stands up from his chair, ready to swing back to his lab to prepare for the Elementals. "I should get going and start building my world-saving weapon. I'll see ya later." He said to Blake.

**BGM-Marvel's Spider-Man (PS4) OST-Responsibility**

"Good luck." She softly said. From her chair, she watches him leave, but before he could, she has one last thing to tell him. "And Peter." She says, having him turn around with a confused look, as he sees her standing up from her chair and walking towards to kiss him for a cute moment, much to his surprise. She backs away while smiling at him, "Thanks…for always looking out for me."

Peter blushes as that kiss legitimately caught him off-guard and causes him to nervously chuckle in embarrassment, "Heh, yeah. Your welcome. Take care yourself. And call the others if you feel up to it." He says before walking towards the exit, waving goodbye to Sun just as he returns to the balcony with a fresh cup of tea.

"What were you two talking about?" Sun asks the cat faunus.

"It's a secret." Blake smiled.

"Was he part of the White Fang too?" Sun asks.

Blake shakes her head, "No. He's…something greater." She says while staring at the peaceful blue sky, "There's no one else like him. Despite how different he might be from others, he values their needs before his own. It doesn't matter who you are. He is kind to everyone he meets. He's part of the reason why I wanted to become a Huntress in the first place." She admits, seeing Peter as her inspiration to become a better person.

"You really care about him." Sun asks with a smile.

"Yeah. I trust with my life that with him around, the world will be headed for a bright future for everyone." Blake smiled.

**BGM End**

* * *

**With Ruby…**

"Blaaaake!" Ruby shouted as she, Yang, and Weiss are walking through town and calling in vain for their missing teammates.

"Peeeeteeeeerr!" Yang calls out.

"Blaaaaaaake! Peeeeeteeer! Where aaaare yooooouu!?" Ruby continues screaming, but gets no response.

"Blake! Peter!" Yang yells.

Ruby turns to Weiss, the only one who's not bothering searching for their friends, "Weiiiss, your're not helping!"

"Oh! You know what might be able to help? The police!" Weiss suggested.

"Ugh, _Weiss_…" Ruby crosses her arms in irritation.

"It was just an idea!" Weiss retorted.

"Yeah, a _bad _one." Ruby said as she continues walking down the sidewalk.

"Well, how about Spider-Man? We should ask him." Weiss recommend.

"None of us have his cell number." Yang remarks while following behind her sister. "Besides, no one hasn't seen or heard from him in the past two days. We're on our own to find them and hear from Blake's side of the story before we jump into any conclusions." She told the heiress.

"I think that when we hear it, you'll all realize_ I _was right!" Weiss says while following behind Yang.

"And I think Weiss' hair looks _wonderful_ today!" A random Penny suddenly follows behind Weiss, surprising the girls ahead of her as they turn around in surprise.

"Aaaah! Penny! Where did you come from!?" A startled Ruby asks her.

"Hey guys! What are you up to?" Penny asks, cheerfully ignoring the question.

"Uhh…"

"We're looking for our friends Peter and Blake." Yang answered.

"Ooooh, you mean the photographer and the Faunus girl." Penny causally replied.

"Yes, the photographer and…" Yang stops herself as the girls stare at Penny in utter confusion.

"Wait, how did you know that?" Ruby asks her how she already knew Blake's secret.

"Uhh, the cat ears?" Penny points to her head.

Yang laughs a little, "What cat ears? She wears a…bo_ooohhh_…" The realization leaves them in silence as a tumbleweed blows through in the wind.

"She does like a tuna a lot…" Ruby whispered.

"So, where are they?" Penny asks her friends.

"We don't know." Ruby told her. "They've been missing since Friday. And Peter was in really bad shape when he left to go find Blake." She looks down to the ground with a frown, "We don't know if he's okay or not."

Penny gasps, "That's terrible!" She approaches an uncomfortable Ruby saying, "Well, don't you worry Ruby, my friend! I won't rest until we find your teammates!"

Ruby tries her best to continue smiling, "Uh, that's really nice of you, Penny, but we're okay! Really! Right, guys?" She looks over Penny, to direct her question at Yang and Weiss, who's blinking outlines are all that's left of their sudden departure from the company of the strange girl.

A tumbleweed blows past them again in the quiet, "It sure is windy today." Penny says nonchalantly, left alone with her Ruby friend.

* * *

**With Blake…**

She and Sun are then seen walking down an alley as they discuss their next move. "So, what's the plan now?" Sun asks her with his hands behind his head.

Blake contemplates telling him the truth about the Professor and the Elementals and decides to be light with the information, "I heard a rumor that something big might happen soon, but I want to investigate a smaller matter first. I still don't believe the White Fang is behind these robberies. They've never needed that much Dust before." She said to him.

"What if they _did_?" Sun responds, widening his eyes while lowering his arms and pacing in front of Blake as he continues his theory, "I mean…the only way to prove that they _didn't_ do it, is to go to the place where they would most likely go to if they were to do it, and not find them there! Right?"

"The only thing is, I've no idea where that would be." Blake said.

"Well, while I was on the ship, I heard some guys talking about offloading a huge shipment of Dust coming in from Atlas." He told her.

"How huge?" Blake asks curiously.

"_Huge_. Big Schnee Company freighter." Sun remarks with more detail.

"You're sure?" Blake responds, as this sounds intriguing enough to investigate.

* * *

**With Weiss and Yang…**

Yang walks out of a shop with Weiss while waving to the person inside, "Thanks anyways!" She then sighs, "This is hopeless." She looks at Weiss, who's just looking around nonchalantly, "You really don't care if we find them, do you?"

"Don't be stupid; of _course _I do. I'm just afraid of what she'll say when we find her." Weiss walks forward, calling over her shoulder claiming, "The innocent never run, Yang!" which got her teammate to look down in thought.

* * *

**With Ruby and Penny…**

"So, Blake is your friend?" Penny asks her as they make their way down the sidewalk.

"Yes, Penny." Ruby sighed.

"But you're mad at her?" Penny asked.

"Yes. Well, I'm not. _Weiss_ is." Ruby answered.

"Is _she_ friends with Blake?" Penny asks another question.

"Well, that's kind of up in the air right now…" Ruby replied.

"But why?" Penny asks, trying to contemplate this.

Ruby sighs again, getting tired being bombarded with so many questions, "Well, you see, Blake might not be who we thought she was…"

Penny gasps, "Is she a _man_?"

"No! No, Penny. She's…" Ruby stops and sighs, looking at Penny as she talks now, "I don't know what she is. She didn't exactly talk to us before she decided to run off. Peter went after her to learn the truth, and I fear something bad might happen."

"Peter seems to have the right idea. I don't have a lot of friends, but if I did, I would want them to talk to me about things." Penny said.

Ruby turns her gaze downward sadly. "Me too…" She said before they both continue walking down the sidewalk.

* * *

**With Peter, in his Beacon lab…**

**BGM-Spider-Man: Friend or Foe OST-Helicarrier Hub**

Peter is hard at work analyzing all the data he has complied on the Elementals using his computer, searching for any weakness they might have to exploit before they could be unleashed onto the world. During his research, he might've figured out a method that could be used to defeat the creatures.

"If the Sandman of this dimension is anything like the Sandman back on Earth, then he and the other Elementals should each be controlled by a Soul Molecule." He claims. "A soul molecule is the controlling element of an elemental being. It houses their consciousness. It's how I beaten Sandman back on Mobius by yanking out his soul molecule after spraying him with a radioactive solution. If I can isolate each soul molecule from the Elementals and contain them, they shouldn't be a problem anymore, but it'll be tricky."

Then, he hears a hi-tech machine that he built beeping as it's done creating something. He walks over to the machine and opens it up, revealing an emerald-colored crystal that has faint yellow sparkles shining from it as he picks it up. "Luckily, I just developed a little something-something that should make things less tricky." He smiles with that claim as he takes the emerald crystal to a table that has his Web Bombs scattered around. "By synthesizing certain Dust through the molecular level and adding theories of quantum mechanics into the mix, I just developed Remnant's first-ever and unique Tachyon Dust, a crystal packing with hypothetical particles that travel faster than light, and sometimes used for time travel! I've been brainstorming that tachyon energy could be the alternate energy source I can use to travel dimensions again, and it might be the energy needed to defeat the Elementals. By modifying my Web Bombs with Tachyon Dust, they'll be able to key into the bio-signature of their target, disrupting every individual cell with matching DNA and take them apart on a sub-cellular level. Once they're weakened enough, I'll pinpoint their soul molecule and yank them into a container."

The kid genius sits behind the table and immediately goes to work modifying his Web Bombs with Tachyon Dust. "Vale has grown to be another home for me, which makes it my responsibility to protect it. For the friends I've made here. For the people of this city. I won't let them down!" He declares, willingly to do everything to protect this world he has come to see as home.

**BGM End**

* * *

**Later that night, at the Warehouse District…**

**BGM-RWBY OST-EP 16 Score - Black and White**

Amidst the chirping of crickets and darkness of night, Blake lays flat on her stomach on the rooftop overlooking the shipment of Schnee Dust containers.

"Did I miss anything?"

Blake looks up as Sun drops down to her right, "Not really. They've offloaded the crates from the boat. Now they're just sitting there."

"Cool." Sun holds out one of the green apples in his arms, "I stole you some food!"

"Do you always break the law without giving a second thought?" Blake gives him a questioning look.

"Hey, weren't you in a cult or something?" He defensively countered, and earns an angry glare from the cat faunus, "Okay, too soon!"

Just as he says this, the winds blow all around them, and they look up to see a Bullhead's searchlights flashing around for a landing spot, descending in the middle of the cargo containers and extending a ramp for a black hooded individual with a metallic fanged mask to come out of, wearing hi-tech armor and equipped with advanced weaponary thanks to the Professor.

"Oh no…" A horrified Blake remarks.

"Is that them?" Sun asks.

"Yes…It's _them_." Blake somberly answers, while staring at the bloody wolf on the back of the man's outfit.

"All right, grab the tow cables!" A White Fang Solider said to his fellow members coming from the aircraft while motioning with his rifle.

"You really didn't think they were behind it, did you?" Sun asks her.

"No." Blake stares sadly at the scene. "I think deep down I knew. I just didn't want to be right." She closes her eyes in despair, only to open them suddenly when she hears a new voice.

"Hey! What's the holdup!?"

The soliders look up at Roman Torchwick gesturing widely and coming down the ramp saying, "We're not exactly the most inconspicuous bunch of thieves at the moment, so why don't you animals try to pick up the pace?"

"This isn't right. The White Fang would never work with a Human. Especially not one like that." Blake says, standing up and unsheathing the katana of Gambol Shroud before walking off the edge of the roof.

"Hey, what are you doing?!" An alarmed Sun retorted.

Blake falls to the ground in a crouch, then continues on to hide behind one of the containers, peeking around the corner to see Roman berate a White Fang member holding a coil of rope, "No, you idiot! This isn't a leash!"

Finding this particular scenario strange, Blake reaches to her pocket holding the Spider-Tracer given to her and presses it, which will transmit her location to Peter to come and help her as she's about to do something reckless. While Torchwick looks around, Blake suddenly appears behind him with her blade at his throat, "What the- Oh, for f-." He rolls his eyes when he's cut off by Blake mid-swear.

"Nobody move!" Blake told the soliders, as they ready their guns and equip their swords in response.

"Whoa! Take it easy there, little lady." Roman said calmly, feeling unfazed by her threat.

As the White Fang closes in on her, Blake uses her free hand to go for her bow and remove it, causing the ribbon to fall away as her Faunus ears are shown to the world. "Brothers of the White Fang! Why are you aiding this scum?" She asks, causing them to lower their weapons a little at this development, unsure of what to do, when Roman laughs.

"Oh, kid, didn't you get the memo?" He asks her.

"What are you talking about?" Blake asked him.

"The White Fang and I are going in on a joint business venture together!" He answered.

"Tell me what it is or I'll put an end to your little operation." Blake threatens to slit his throat, until suddenly, the air is filled with more turbines blowing the wind wildly around the holdup.

Roman looks up while quipping, "I wouldn't exactly call it a _little_ operation…" as two more Bullheads are hovering above the heist, and as Blake watches in horror, Roman smiles and manages to fire his cane at Blake's feet, resulting in a large explosion.

* * *

**Meanwhile with Ruby and Penny…**

Penny and Ruby turn around upon hearing the noise, seeing the smoke rise from the docking bay just a few buildings away. "Oh, no…" Ruby said worriedly.

* * *

**Meanwhile with Peter…**

Peter wipes the sweat from his forehead after successfully modifying his Web Bombs into Tachyon Bombs, that are the key to defeat the Elementals. "There." He said with a proud smile. He then hears the beeping coming from his Webware and looks at it to see it's signaling Blake's Spider-Tracer, "And just in time. Blake must've found something." He mentally puts on his unstable molecules suit, quickly placing his Tachyon Bombs into his belt buckle as he poses determinedly in his lab ready to kick some elemental butt, "This is it! Let's go have some fun!" He grinned.

* * *

**Back with Blake…**

She's dazed from the explosion but relatively unhurt on the ground, quickly rolls and runs out of the way of Roman's continued attacks, flaming missiles destroying cargo behind her as she retreats behind more containers.

"Here, kitty, kitty, kitty…" A taunting Roman slowly approaches her, until he was interrupted when a banana peel lands on his head, causing him to look up and growl at the assailant.

Sun leaps from the container above Roman and drops down on the criminal's face feet-first, rolling up and readying himself to fight. "Leave her alone!" He demanded.

The Bullheads open to let more White Fang members descend on the scene, standing by Roman as he gets up and surrounding Sun. "You're not the brightest banana in the bunch, are you, kid?"

With that said, the White Fang charge at the monkey Faunus, but he manages to dodge slashes and get some of the soldiers with his fists and kicks until he rolls out of the way, pulling out a collapsible red staff. He quickly uses this to beat down on each opponent that nears him, falling each one in a single flaming blow when he twirls, even creating a scorching shockwave to beat the last of them.

Blake peers around the corner of the container to watch Sun jump around and beat more White Fang soldiers, causing one to fly over Roman's head. The crime boss growls in annoyance and aims his cane at Sun, firing a shot that he defends himself from just when Blake leaps into the action.

"He's mine!" Blake goes in close and becomes a blur of afterimages as she slashes both blades at Roman, who backs away and deflects each would-be blow with his cane at unbelievable speeds. Blake continues to dash, hop over, and slide around Roman to try and find a weak spot, but her enemy, while barely deflecting the attacks, lands a few hits on Blake until one final beating with his cane causes her to go down.

Just as Roman deals with one opponent, Sun appears right behind her and disconnects his staff in two spinning circles of flame-firing shotgun nunchucks that only slow down once to show the audience what they are before becoming twin arcs of offense again. Sun swings each gun at Roman while firing everything he as at him, but even with the rapid series of shots and flying bullets, Roman manages to defend himself against every bullet and hit until a millisecond-long pause allows Blake to get a slash in and knock him back.

On his back, Roman notices a container hanging by a crane right above the two warriors, and gets up to fire his cane at its supports. Before the container could crush them both, Spider-Man suddenly swings by grabbing it with his thick webbing. "Hey buddy, I think you dropped this!" He quips, throwing the large container at the surprised crime boss, knocking him across the area.

"Spider-Man! I can't believe it! You're here!" Sun reacts in amazed joy of being saved by the webhead, as he lands on the ground in front of them.

"Peter…" Blake mutters with a smile, happy to see him by her side again.

Torchwick gets up away from the container to confront his most hated nemesis. "You're still alive?!" He reacts in annoyance that the Elementals didn't kill him in the sewers.

"And kicking!" Spidey jumps in midair, webbing up the ground behind Torchwick and ripping off a large chunk of concrete that pulls the criminal into his devastating drop kick, smashing him through the debris as he crashes on his back. "Long time no see, Conan. Since we last met, I've been doing a little Spidey-investigation learning what you've been doing with the Dust you and the White Fang been stealing. I KNOW about your little pet project with the Professor! Who is he?" Spidey demands some answers.

Torchwick grunts in pain as he stands back up replying, "Wouldn't you like to know? I can tell you he's a human like me working with the White Fang, and has a _very _deep grudge against you. You two seem to share _quite _a history." He playfully taunts the hero with information about Norman Osborn.

"We do? What's his name?" Spidey asked.

"Death." Torchwick remarks, as he whistles in some powerful reinforcements.

Suddenly, a windy tornado forms underneath Spider-Man as he gets consumed by it and hurled far away across the warehouse district, as he screams, "WAAAAAAAAAaaahhhh…!"

"Spider-Man!" Blake shouts, until she hears some monstrous roars getting louder as the creatures come closer.

Rampaging through several containers to group with Torchwick are the monstrous Elementals themselves in all their terrifying glory. "Holy…What the HELL are those?!" Sun yells in straight fear of these terrifying monsters.

"The Elementals…" A terrified Blake quietly answers, taking a step back as the monsters appear a lot scarier than she thought.

"Elementals! Go after Spider-Man and SQUASH him like the annoying bug that he is! And do it right this time! I want him completely obliterated off the face of the kingdom!" Torchwick orders his elemental enforcers to rampage towards Spider-Man's location and kill him this time.

As the Elementals leave his sight, Torchwick is drawn to another familiar voice shouting, "Hey!"

Ruby appears on the rooftop overlooking them, with her scythe extended and ready for action. "Well, hello, Red! Isn't it past your bedtime?" Torchwick taunts her while waving.

"Ruby, are these people your friends?" Penny approaches her friend on the rooftop.

"Penny, get back!" Ruby looks behind her, and while her attention is diverted, Roman snarls and fires his cane at her, launching the young Huntress-in-training back from the explosion's force and sending her scythe flying away, "AAAAAH!"

Roman gives off a professional-level evil laugh at his attack on the young girl. Penny turns her head toward the criminal and gives her first glare, walking forward while Ruby tries to get back up. "Penny, wait! Stop!" She raises her hand in a futile attempt to stop her.

"Don't worry, Ruby. I'm combat ready!" Penny declared.

Her backpack mechanically opens up, and from its dark depths comes a single sword that extends and multiples into several blades hovering over Penny's back. Leaping from the rooftop with the weapons acting as wings, she sends three of her swords to knock two White Fang soldiers down before even landing on the ground, where she proceeds to fling the swords at one enemy, impale another to a wall, create a barrier of spinning steel against a running attack, leaping over a goon with her swords in tow, and finally making a wheel that she throws to knock multiple Faunus off their feet.

"Whoa!" Sun observes the spectacle in amazement before running off to safety.

Three Bullheads come from the skies and open fire on the battle, but Penny merely forms a shield and launches two of her swords into the wall behind her, which in turn pull their wielder back with their strings. When her swords swirl around her again, she commands them to open their points and build up a large glowing ball of green light. With a punching action, several bright lasers crack the pavement when they fire at the transports and slice each one in half, causing several of the White Fang members inside to fall and letting Ruby watch as Bullheads fall in pieces behind her.

Stunned, she turns back to Penny as she aims her swords at the remaining Bullheads holding the crate of Dust and pulls back on their wires, tugging the aircraft with them. "Whoa…How is she doing that?" Ruby asks herself while watching in awe of Penny's amazing power.

Seeing the Bullhead's flight fall under Penny's control, Roman grimaces and turns to run towards the last transport.

Penny, after her large green pupils dilate for a second, pulls with all her might on the strings, and the aircraft crashes into a stack of crates, causing an explosion as a result.

Torchwick watches the explosion from the safety of his escape, "These kids just keep getting _weirder_…Ah well. At least I'll enjoy watching the destruction of the Bug once I get to a safe distance." He said, using his cane to close the doors, and the jet lifts off, flying away from the battle.

**BGM End**

* * *

**Meanwhile with Spider-Man…**

**BGM-Spider-Man 3 (Game) OST-Boss Fight**

"WOOOOOOOOOAAAAAH!" Spider-Man screams as he crashes back onto several empty containers, quickly flipping over them to avoid Molten Man's large flamethrowers. The webhead stylishly lands across the strongest Elemental, as Molten Man is soon joined by Hydro-Man and Sandman by his side, and lastly Cyclone appearing menacingly behind his brothers as they confront the itsy, bitsy spider to another round to the death.

"Heh. You guys surprised me last time…Wasn't expecting you to be so strong…But this time, I'm ready for you! Let's start round 2!" Spider-Man gets into his fighting stance, grinning cockily as he fearlessly confronts the roaring Elementals to a final showdown that'll decide the fate of the entire kingdom, "SHOWTIME!"

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: The final battle against the Elementals begins in the Volume 1 Finale. Does Spider-Man have what it takes to defeat them and save the city by himself? Find out in the finale chapter. It's gonna be a doozy!**

**Dragen slayer: Maybe, maybe not. You can't expect me to answer those type of questions. Wait and see how the story unfolds. **

**Jufesocar: I don't do "One-Shots" besides the occasional holiday special, and I don't do "What If...?" And the reason I'm not crossing over with another franchise because that was already the "main gimmick" of the Masters of Evil Saga. The rest of the series is about following the adventures of Spider-Man, Sonic the Hedgehog, and Ruby Rose in their respective universes. No more franchise crossovers unless it's Smash Brothers.**

**Wes: Almost everyone else prefer, and recognize, Dr. Eggman as Dr. Eggman. I'm not going to change it just to satisfy one person.**

**Next time: Elemental Rampage!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	29. Vol 1 Finale: Elementals of Doom Pt 3

**BGM-Ultimate Spider-Man (Game) OST-Menu Theme**

**Spider-Man: Watch out! Here comes the Spider-Man! Finally found Blake after being knocked out for two days and learned she was part of the White Fang. Now that she's part of the good side, I'm gonna need her help stopping the Elementals. They appeared with Torchwick when his goons were stealing Dust and blasted me across the docks. If these things aren't stopped soon, the whole kingdom could be in danger. C'mon, elemental freaks! It's round 2 with your friendly neighborhood Spider-Man!**

**BGM End**

* * *

_Vol 1 Finale: Elementals of Doom (Part 3)-Forces of Nature_

**City of Vale, The Docks**

**BGM-Spider-Man: Web of Shadows OST-Mega Venom**

Chaos consume the docks as the final battle against the Elementals have commenced. Destructive explosions of the elements erupt repeatedly as the creatures rampage through the area while throwing everything they've got on the swinging Spider-Man. _**"GWRAAAAAAAAAH!" **_Molten Man roars, failing to throw a mighty punch as Spider-Man flips over it and his head.

"Do I need to lecture you guys again on the weaknesses of the elements?" Spidey quips, leaping off a giant sand arm and zipping away from a water blast, quickly charging up his Concussive Blast to blow away the incoming Cyclone with great force. "Electricity isn't the only thing that water hates." He swings over Hydro-Man, charging up a web ball made from his ice webbing and blasts it down on the creature, instantly freezing it before getting smash by a powerful web-strike. "Chill, Sandy! Ground types aren't the biggest fan of ice types either!" He quips, unleashing an ice web barrage that slows down Sandman, forcing the roaring creature to retreat as a pile of sand.

"_**GRAAAAAAGH!" **_Molten Man surprises the hero with a powerful swing of his fist, smashing the webslinger onto a metal container. Spidey stands back up to lift the large container with his amazing strength, aiming it at the fire elemental.

"Chew on this!" Spidey hurls the container that smashes onto the fire monster, but to his utter shock, Molten Man does indeed feed on the metal to expand exponentially and become more powerful. "I didn't mean literally!" He quips, watching the fire creature roar and smash the ground with his increased strength, erupting volcanic explosions beneath the earth trailing the hero before he zips to safety.

Nearby, Yang and Weiss rush into the docks when they heard all the commotion coming from Spidey's battle with the Elementals. "Hurry, Weiss!" Yang runs ahead of her teammate as they enter the explosive battlefield.

"What the…" Weiss stops, completely dead in her tracks as she witnesses the large and monstrous Elementals for the first time, and the destructive power they are unleashing that's destroying the docks. A sudden explosion blocks the girls any further to the fight as they look into the air finding Spider-Man fighting and swinging away from the Elementals' numerous attacks thrown at him.

"It's Spider-Man! Looks like he could use some help!" Yang remarked.

"Are you crazy?! This seems a _little _out of our league!" Weiss argues.

Amidst the fight, Hydro-Man spots Weiss, and despite his mind being reduced to a mindless beast, he still recalls his immense rage for the Schnee family and roars monstrously at her, _**"GRAAAAAAAH!" **_The water creature unleashes a mighty tidal wave to kill the two girls, scaring them to run away before they could get consume.

"NOT AGAIN!" Weiss yells, which was loud enough for Spider-Man to hear as he quickly swings down and grabs the girls before the tidal wave could completely consume them, swinging them to a safe place away from the action.

"You okay?" Spidey asks the girls.

"A little wet, but we're fine." Yang pants.

"What are you two doing here?" He asked.

"We were looking for Blake when we saw some explosions caused by whatever those things are!" Yang points to the Elementals, watching as Sandman slams his hammer on the ground to unleash a mighty earthquake towards them.

Spidey quickly grabs the girls and zips themselves away from the splitting earth. "Those things are called the Elementals. And if they aren't stopped soon, they'll destroy the entire city! Weiss, go chill with Hydro-Man! Yang, try to smash Sandman into teeny tiny bits! I'll tangle with the other two!" Spidey orders them before zipping to fight Molten Man and Cyclone by himself.

"Roger that!" Yang activates her gauntlets and rushes into battle against Sandman.

"How do we keep finding ourselves in these situations?!" Weiss questions her luck, taking out her sword before rushing to fight Hydro-Man. The hydro monster unleashes a barrage of water bullets from his hands at the heiress, who runs away from them and bounces off a container to jump onto another. She points her rapier at the beast, summoning a glyph as she fires a large ice beam to slowly freeze the monster, angering him to the point of growing in size to save himself, towering over the frightened Schnee as she gets slam and swept by his tidal wave.

"I'm punching you back to the beach!" Yang quips, delivering a fiery flying punch onto Sandman's arm, blasting it off. Sandman roars angrily at her, defending himself from her furious flurry of punches while regrowing his arm, morphing it into a large hammer that smacks the brawler across the area.

Yang shakes her aching head, noticing the earth creature rushing to kill her, until out of nowhere it was blasted away by large green laser. She wonders where that laser came from until she turns around to see it was Penny that blasted the monster, arriving alongside Ruby, Blake, and Sun to join the fight against the Elementals.

"Yang!" Ruby rushes to her sister's aid.

"Ruby! And Blake! You're okay!" Yang embraces her friends with a hug, happy to see they're okay.

"Are you okay?" Sun asks a soaked Weiss, helping her on her feet while she spews water out of her mouth.

"Of course not." Weiss retorts to the monkey faunus, quickly calming herself when her gaze caught Blake in her sight, "Blake?"

"Weiss, I…" Blake frowns, wanting to apologize for running away and hiding her heritage until the heiress interrupts her.

"We'll talk later. Right now, we need to help Spider-Man stopping those elemental abominations!" Weiss replied, wanting to stop the monsters first before they talk.

"Where _is _Spider-Man?" Blake asked.

"HEY! FELLAS!"

The gang turn to see Spider-Man trying to web all the Elementals by himself and quickly failing. "A little help here!" He shouts for assistance.

"Spidey needs our help! Let's go, gang!" Ruby holds onto her scythe, as she leads her friends charging at the roaring Elementals.

From outside of the docks, Norman Osborn is standing on a tall rooftop, calmly spying on the elemental fight with his high-tech binoculars that has incredible zoom-in capabilities. Joining him his Roman Torchwick, as he just arrived to watch the spectacle with an amusing grin. "I'm loving the view up here. The perfect seats in the house to watch our monsters eradicate the bug. How's that coming along?" Torchwick asks the outworldly criminal.

Osborn hands him his binoculars to watch while he calmly answers, "Those Beacon kids have just joined up with him, but it doesn't change a thing. Send all the Huntsmen in the kingdom. None of them stand a chance against my greatest creations!"

Back with the fight, Ruby and Blake shoot Molten Man enough to push him back and give Spider-Man some breathing room to land right next to his welcomed allies. "Am I glad to see you guys. I'll have to admit, having a team back me up is making me smile from ear-to-ear." Spidey admits, giving his friends a smiling thumbs up for the assist.

"How do we stop these things, Spidey?" Ruby asks the webhead.

"We need to target their soul molecule." Spidey answered.

"Soul what?" Sun remarks in confusion.

"You mean their consciousness?" Penny understood what he's talking about.

"Exactly. We need to neutralize their consciousness, and the only way to do that is by using my modified Tachyon Dust-powered Web Bombs." Spidey said.

"Tachyon Dust doesn't _exist_!" Weiss argued, quickly interrupted when Cyclone blows away the heroes with a powerful tornado.

"Not until I created it!" Spidey quips, flipping onto a container after being flung away by the tornado. "Keep each Elemental away from each other so I can pick them off one-by-one!" He orders his friends.

"Pick a monster and keep them distracted from Spidey!" Ruby orders, choosing her target to be Molten Man as she rushes towards him with her scythe in hand.

"Ruby, don't use any physical attacks! Molten Man absorbs metal! You'll just make him stronger!" Spidey advises her while swinging around the arena.

"That's not fair!" Ruby remarks, quickly jumping away before she got pounded by the fire monster. Realizing her scythe is useless against this beast, Ruby jumps onto a rooftop as she morphs her weapon into a sniper-rifle, firing relentlessly at the beast from a safe distance as it slowly approaches her.

"Keep at it, kid! Let's see you snack on THIS!" Spidey swings around Molten Man for a bit to hurl a Tachyon bomb at him. The second the bomb touched the creature, it exploded with incredible green energy, blowing up Molten Man into pieces on the subcellular level.

"Awesome!" Ruby excitedly pump the air from seeing such an awesome gadget in action.

"It worked! Now for the others!" Spidey swings over to the other Elementals to disrupt their bio-signature.

With Sandman, he's being barraged by gunshots from Yang and Blake, keeping him at bay until Spidey swings over with another bomb. "_Here's _one for you!" He lands on his back, planting the bomb on it before zipping away from the explosion that shatters the earth Elemental.

With Hydro-Man, he just summoned several hydro serpents to assist him fighting Weiss. They fire everything at the heiress, forcing her to take cover until Spidey swings above dodging the serpents before hurling a bomb straight into Hydro-Man's stomach, "_And _one for you!" He quips, swinging away as the water Elemental is reduced to nothing but a puddle.

"How the heck am I supposed to fight AIR?!" Sun shouts, running away from Cyclone's devastating tornadoes.

While Sun is unintentionally distracting Cyclone for Penny, she combines her swords into a makeshift fan that unleashes a powerful gust of wind that's blowing away the air Elemental, as it slowly struggles to overcome her wind. "Didn't know Penny could do that." Spidey mutters about her strange abilities, zipping towards the aerial monstrosity and throwing a hovering Tachyon Bomb near it. "This one is on the house!" He quips, as the bomb detonates and unleashes a powerful green shockwave that disrupts Cyclone's molecules and causing it to seemingly disappear in thin air.

**BGM End**

**BGM-Spider-Man: Far from Home OST-Gloom and Doom**

With Torchwick, he was flabbergasted and slightly enraged upon witnessing Cyclone as the final Elemental to have been defeated by Spider-Man through his binoculars, "What the hell?! They _lost_?! How could they have lost?! That should be impossible!" He remarks in angry.

"Calm down, Torchwick. You're going to have an aneurism." Osborn said, still strangely calm the apparent defeat of his greatest creations.

"Spider-Man just stopped the physical manifestations of nature itself! Why aren't you upset?!" Torchwick retorted.

"Because like any ingenious criminal mastermind, I always come equip with a back-up plan." Norman reveals a small device in his hand, pressing the button calmly without any expression of hesitation.

"What did you do?" Torchwick asks curiously.

"Shut up and watch." Norman bluntly tells him, as the two criminals stare at the docks waiting for Osborn's back-up plan to show itself.

Spider-Man lands in front of his friends as they look at the scattered bits and puddles that were formally known as the Elementals, seemingly defeated by these young heroes. "Did we do it? Did we win?" Sun asked.

"I like to _think_…" Just as Spider-Man was about to say they've won, his spider-sense suddenly goes into overload to the point it was almost unbearable for his brain to handle. "Oh no…" He mutters nervously, as he doesn't like what he's sensing.

A dark and ominous lightning storm suddenly forms above the docks, as the remains of the Elementals slowly come together to hide elsewhere. The rivers next to the docks are starting to splash rough, as the water in the sewers are going out of control to the point they burst out of there, erupting from many different sewer holes to flood the docks. The ground beneath the heroes start splitting to two as lava erupts between the cracks like frighteningly geysers.

"Move!" Spider-Man shouts, as the heroes run to a safe place from the devastating earthquake.

Lightning strike from the storm cloud that frightens the civilians below. Immediately after, immense winds are hitting the streets like crazy to the point it's affecting Beacon Academy, as if the entire city has been caught by a massive hurricane. And just when people thought it couldn't get any worse, a tall building near the docks suddenly explode as a creature made from air, water, earth, and fire is seen in its place, taking the form of a gigantic and terrifying tempest storm with a scary face and a ferocious roar, _**"GRAAAAAAAAAAAAAH!" **_

"I don't suppose Beacon has a team called the Avengers, but we could _really _use some big time help." Spider-Man quipped, while his allies have nothing but terrified silence as they stare hopelessly at the biggest monster in history.

The civilians are in a panic as they run away from the demonic Elemental Fusion that has suddenly appeared in their city. On the rooftop, even Torchwick is shock as he doesn't have the words to describe this elemental phenomenon. "Osborn…what in the world did you just do?" He softly asks his calm partner.

"I simply merged all four Elementals together into the ultimate creature of destruction, designed to wipe out entire kingdoms. As we speak, it's drawing energy from Remnant's core to become _invincible_. The _perfect_ weapon." Osborn describes the Elemental Fusion.

"You are _unbelievably _insane." Torchwick responded. "I like that." He then quips, honestly impressed by his destructive madness as they watch the fused monster destroy the city.

**BGM End**

**BGM-Spider-Man: Far From Home OST-High and Flighty**

"_**GRAAAAAAAH!" **_The Elemental Fusion lets out another ferocious roar as it starts destroying everything at the port with destructive whirlwinds and lightning strikes that's spreading damage to nearby neighborhoods.

"It's destroying the city!" Ruby remarks, standing with her assembled friends.

"Forget that! At this rate, it'll destroy the entire kingdom!" Weiss retorted.

"How do you even BEGIN to fight something like that?!" A frightened Sun desperately asked.

"Spidey, you're the big brain superhero! Any ideas how to stop it?!" Blake asks the webslinger for a plan.

"I should've packed a bigger bomb." He quipped.

"If only Peter was here with his Genesis piece, we could combine it with our pieces to form our superweapon to give us a chance." Ruby remarks, which seems to have given Spider-Man an idea.

"Ruby, you're a genius!" He responded.

"I am?" She remarks in confusion.

"She is?" Weiss also remarks in confusion.

"Give me your Genesis pieces so I can modify it with some Tachyon Dust that should stop that storm once and for all!" Spider-Man express his plan to defeat the monster.

"But Peter has the last piece." Yang states, as the girls hand the webhead their Genesis pieces.

"That's okay! Just give me time by keeping that monster here in the docks before it escapes into downtown!" Spidey swings away to a safe place to modify the Genesis, while his friends hurry to distract the elemental fusion.

The Elemental Fusion's rampages continues as it causes all the sewer holes in the city to erupt blasts of water to terrify civilians. It morphs its tornados into tempest serpents as it prepares to escape the docks to cause more havoc downtown. But as it turns around, it was repeatedly shot in the face by certain young Huntsmen-in-training trying to gain his attention.

"HEY! DUST CLOUD!" Yang mocks, shouting from a rooftop with her friends as she gains the creature's attention, "That's our city! No touchie!" She grinned.

"_**GRAAAAAAAAAH!" **_The fused Elemental roars, sending its serpents to attack the students instead.

"Oh this was a bad IDEAAAAAAAAA!" Yang shouts, as the serpents smash through the building they were standing on, causing all of them to fall down screaming. But during their freefall, each student was able to use their respective abilities in conjunction by bouncing off the falling debris to just barely land on the ground with minimal damage, as they are soon confronted by the roaring Elemental Fusion.

Somewhere else at the docks, Spider-Man takes out his Genesis piece and starts combining it with the other four to form their superpowered cannon. "_Really_ hopes this works or we're all beached." He mutters, taking out a Tachyon Bomb as he quickly modifies it with the cannon.

While working, Spidey receives an urgent call from Professor Goodwitch that he answers as she asks him, _'Spider-Man, do you know what's causing this storm?!'_

"A little busy saving the world, Glynda! Have Huntsmen and police keep civilians indoors and be on-guard for any Grimm attack! This _might _not end well." Spidey quips, as he just finished modifying the Genesis with Tachyon Dust and hurries back to the main action.

**BGM End**

**BGM-Spider-Man: Far From Home OST-An Internal Battle**

Team RWBY, Sun, and Penny are unleashing everything their bodies can muster to slow down the Elemental monstrosity, but nothing they do could faze the beast as their attacks go through it. They only accomplish annoying the monster as they barely dodge more destructive attacks thrown by it. As it powers up one blast that could potentially kill them, the fused beast took a largely powerful, green energy blast to the face that surprisingly wounded it.

"Pay attention, Elematrix!" Spider-Man swings into the fight with the Genesis in hand, firing another powerful beam that causes the monster to roar in sheer pain, "I'm gonna knock the storm right outta you!"

"_**SPIDER-MAAAAAAN…" **_Elematrix is capable of slowly speaking Spider-Man's name, as it focuses its attack at the annoying webslinger.

"So you _can _speak! You don't have a brain made of bricks after all! Just a brain made of hot air, sewer water, rocks, and matchsticks!" Spidey jokes around, parkouring off the floating debris while dodging lightning strikes and fireballs thrown from the creature, jumping off a large container while firing another blast from the Genesis that continues to weaken the beast.

With his binoculars, Norman notices his ultimate creation being beaten back by Spider-Man and is now losing his calm composure into a more irritated state, "Impossible! He's disrupting its bio-signature! Hurry and destroy that weapon of his!" He orders his creation.

Elematrix follows orders as it blasts Spider-Man with a powerful tornado attack, knocking him off the air and causing him to lose the Genesis as it's about to crash into pieces near Ruby. "RUBY, GRAB THE GENESIS! HURRY!" He yells while in freefall.

Ruby spots the falling Genesis and quickly uses her Semblance to catch it. "I got it!" She states, targeting the fused beast with the cannon before unleashing a blast that weakens it, angering it as it targets the young leader next. "WEISS!" She throws the cannon at her partner while running for her life.

Weiss manages to catch the cannon and aims it at the creature, casting an ice glyph in front of the weapon to enhance its strength. "Time to show off a little Schnee magic!" She says, firing an energy blast through the glyph to combine its swirling green energy with chilling blue ice that severely weakens the beast. Elematrix roars at the heiress, forcing her to throw the cannon at Yang next, "YANG!"

The blonde brawler catches the cannon, targeting it at the monster while activating her flaming Semblance and channeling her power into it to give it a fiery boost. "Bon appetit!" She grins, unleashing a destructive energy blast that viciously wounds the monster. While Penny and Sun are doing their best distracting the monster, Yang throws the cannon at her partner Blake, "BLAKE, HEADS UP!"

Blake catches the weapon while leaping off the floating debris. Elematrix notices her as it fires flaming rocks among other elemental attacks at her, which she dodges with her afterimages before jumping high into the air shouting, "TAKE THIS!" before firing the Genesis, further weakening the beast to a vulnerable state.

"It's working! I'm pinpointing the signal of their soul molecule! Toss me the Genesis! I'm gonna finish this!" Spider-Man shouts, while running up the tallest building in the area to perform a mighty leap with his web-wings towards the humongous Elemental.

"GO, SPIDER-MAN!" Blake hurls the cannon at him, which he narrowly catches with his webbing during freefall.

"KILL HIM!" Osborn yells at his creation to kill Spider-Man at once.

"_**GURAAAAAAAAH!" **_Elematrix roars, unleashing a meteor storm from its body aimed directly at the freefalling webslinger, and seemingly killed him judging by the massive explosion in the air.

"WE DID IT!" Torchwick cheered victoriously.

Unfortunately for the villains, their victory didn't last long as a certain glowing "X" symbol illuminates the sky, and out comes a glowing red Spider-Man rocketing from the smoke unharmed thanks to his amazing X-Aura. "OPEN WIDE!" Peter smirks cockily, as he rockets directly into Elematrix's mouth while unleashing the full power of the Genesis in its stomach.

"_**GWAAAH?" **_Elematrix starts feeling funny, as its entire body is cracking with weird red/green energy while it expands exponentially as if it's about to burst, _**"GWAAAAAAAAAAAAAAAGH…!" **_It roars in absolute pain, until the fused Elemental falls apart and explode into nothing, freeing the Kingdom of Vale of its stormy presence.

"ALL RIGHT!" Ruby cheers, hopping up and down happily with her friends and teammates for their amazing victory, while the villains on the rooftop flee from the scene in utter annoyance from their massive loss tonight.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2**

Spider-Man lands dramatically on the ground after destroying Elematrix, holding the Genesis in one hand and the web ball containing the Elementals' soul molecules in another so they wouldn't be a threat to humanity anymore. "All in a day's work for your friendly neighborhood Spider-Man!" He said, casually tossing the web ball up and down before giving his friends a victorious thumb up for saving the city.

**BGM End**

* * *

**Later at the docks…**

Peter changed into his civilian clothes and was allowed to enter the crime scene thanks to his VNN status as a photographer. He sees a handful of police cars at the docks, where Ruby, Blake, Sun, and Penny are sitting on boxes in silence and Weiss and Yang standing next to them. "Guys! Are you okay?!" Peter asks his friends, who are super happy to see him as most of them haven't seen him all weekend.

"Peter! You're okay!" Yang embraces him with a big hug. "Did you see that thing?! I was afraid you were…um…just glad you're alright." She said with a relieving smile, after being worried sick about him.

"Same here. Wanted to help, but that storm was _crazy_ and was forced to take pictures from a distance. You guys were awesome back there. So, what happened to those elemental monsters?" Peter asks his teammates.

"Before he left, Spider-Man handed their 'soul molecules' to the police so they could ship them to Atlas for safe keeping. They won't be a threat anymore." Ruby replies, before embracing her surrogate big brother, "We're just SO happy you're okay! You're like a big brother to us all. You always worry over all of us." She states with a big smile on her face.

"Aww!" Peter smiles by that heartwarming comment, as he ruffles her adorable hair, "Thanks, little sis." He said, causing her to giggle adorably too.

The trio of friends regroup with the others, just in time to see Weiss square off with Blake for that big talk they've postponed until now. Blake is the first to speak, "Weiss, I want you to know that I'm no longer associated with the White Fang. Back when I was with the-."

"Stop!" Weiss interrupts her. "Do you have any idea of how long we've been searching for you?" She pauses before answering, "_Twelve _hours. That means I've had twelve hours to think about this. And in that twelve hours, I've decided…" Yang, Sun, and Ruby look on worried while Peter just calmly folds his arms as he already guesses the answer is, "I don't care."

Blake reacts with a surprise look on her face remarking, "You don't care?"

"You said you're not one of them anymore, right?" Weiss asked.

"No, I-I haven't been since I was younger-."

"Ah-bah-bah-bah-bah!" Weiss silences her. "I don't want to hear it. All I want to know is that the next time something this big comes up... you'll come to your teammates. And not some..." She looks at Sun behind her as she catches herself, "Someone else."

Blake looks at Ruby and Yang grinning at her and then looks at Peter, who simply nods at her with a smile. She wipes a tear from her eye, nodding to the heiress and saying, "Of course," which makes her teammate smile and nod in response.

'_I could learn a lot from these girls.' _Peter mentally told himself. _'Maybe later I'll tell them I'm Spider-Man and I'm from a parallel world, but not today. There's been enough surprises and excitement for one weekend.' _He quipped.

"Yeah! Team RWBYP is back together!" Ruby waves her arms wildly.

As the six gather with each other, Weiss points accusingly at Sun stating, "I'm still not quite sure about how I feel about you!" which causes Sun to laugh nervously.

"Hey, wait a minute…Where's Penny?" Ruby looks around for her strange friend but she appears to have left.

"I thought I saw her when I walked in." Peter remarks, finding no trace of her anywhere either.

From the darkened back seat of a limo, Penny watches the group of friends reuniting with each other while her mysterious driver tells her, "You should know better than to go running around in a strange city."

"I know, sir." Penny lowers her head sadly.

"Penny, your time will come…" Her driver states as the car drives off from the scene.

* * *

**Meanwhile at Beacon Academy…**

Ozpin is seen holding a Scroll showing live footage of Ruby and Peter at the docks. He closes the video and opens up a communication with Qrow, whose team name and other information is left blank and his only two messages are: "QUEEN HAS PAWNS. UNKNOWN THIRD PARTY: THE GOBLIN KING."

"Hmmm…" Ozpin mutters to himself, highly curious about this mysterious new enemy.

* * *

**Unknown Vale Warehouse**

**BGM-Breath of Fire III OST-Dragon Slayer**

"Good _job_, Osborn." Torchwick said sarcastically to his partner, as they walk into a large warehouse with a shadowy interior where he places down a case of mysterious contents on a table while sighing in tiredness. "Your Elementals were a failure, and now I have to continue dealing with the Bug's annoying quips." He blames Osborn for their failure tonight.

"You really do like to whine." Osborn calmly insults him. "I've underestimated those girls that were with Spider-Man. A mistake that I _won't_ repeat." He declares, planning to focus on Team RWBY a little more for the future.

"How very disappointing, Roman. Even more disappointing for you, Osborn.

A scoffing Osborn recognizes that arrogant voice, as he and Torchwick suddenly turn around when they heard it and their noisy entrance. "Whoa! Hehe…I wasn't expecting to see you guys so soon…" Torchwick said to their superior, Cinder Fall, and her two other mysterious associates hiding in the darkness.

"We were expecting…_more _from you. _Both _of you. But I will admit, the Elementals put on _quite _a remarkable show." Cinder said, complimenting the Elementals' destructive power despite their complete loss against Spider-Man.

Torchwick laughs a little before getting serious, "Hey! You were the ones who suggested working with those stupid mutts from the White Fang and this loser from another dimension!" He said, pointing at Osborn.

"Fool!" A triggered Norman furiously grabs and lifts the crime boss by his throat as he slowly chokes him to death, "Watch your tongue. If it weren't for me or my genius, the White Fang wouldn't be as _nearly _as powerful and none of you would've come close destroying the Spider _or_ controlling this city. And because you like to babble, Spider-Man might suspect I am in this dimension and is only a matter of time until he discovers me." He said with a very cold and menacing tone to frighten the crime boss.

"Put him down, Osborn. Unless you want me to get _physical_." Cinder calmly threatens him while summoning a fireball in her hand.

Osborn hates the mere thought of anyone threatening him, but to hide his true motives he obliges to her terms and throws down Roman with a scowl. "You and Torchwick will continue to work with the White Fang and find alternate means to destroy Spider-Man." Cinder says, stepping out of the darkness with her two companions, a gray-haired man and mint-haired, tanned woman, eyes glowing gold. "We have _big _plans for you two. All we ask is…a little cooperation." She says with an evil little smile.

"_**GAAAAHAHAHAHAHA!" **_Out of nowhere a mysterious madman cackles madly, startling everyone inside the warehouse as he smashes through the window. It's the cloaked Green Goblin, grinning and chuckling sinisterly as he glares at Osborn and his shocked companions, _**"Ahhh! THERE you are!"**_

"What the heck is THAT?!" Torchwick responds in surprise to the mysterious entity.

Goblin throws a fireball at everyone but Osborn to knock them back as he rushes to fiercely grab the outworldly scientist. "What do YOU want?!" Norman asks angrily.

"_**Nothing much, except this!" **_Goblin reaches into his pockets and steal the complete notes on his Dust Formula before throwing Norman aside.

"No! My formula!" Norman shouted.

"_**Which now belongs to the Goblin! I promise to put it to good use!" **_Goblin cackles maniacally, escaping through the same way he came in before Cinder had the chance to counterattack.

"The Goblin…Never heard of him." Torchwick remarks, while recovering from being hit by his fireballs.

"If I am right, I believe that is the same creature who assisted that Mach-X character to destroy Atlas. Why does it want your formula, Osborn?" Cinder asks her outworldly associate.

"I do not know. But it would seem Spider-Man isn't the only one we should worry about of our alliance." Norman replied.

* * *

**With Green Goblin, in the City of Vale**

"_**Hehehehehehe!" **_He laughs with a sinisterly devious grin while standing on one of the tallest buildings in the city as he monologues, _**"Foolish Cinder! Your arrogance makes you so EASY to trick I question why I bothered using a Life-Model Decoy in the first place." **_He said, revealing that other Osborn was simply an LMD to trick Cinder, _**"It doesn't matter. That little play should divert any suspicions of my TRUE motives. Soon, my Goblin Nation will rise from the shadows and show this world a WAR the likes of which our two universes have never seen. I will harness the FULL power of the ISO-8, and when I do, this dimension will be destroyed!" **_He declares menacingly, unleashing one maniacal laughter that causes lightning to strike within his vicinity as the next major phase of his master plan will soon commence.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: That ends Volume 1 of **_**Battle for Remnant RX**_**, also known as the "Remnant Arc". Not to sound bias, but I say this was a massive improvement from the original. Very "science" focused, which will follow into the next volume with some added "mysticism". Volume 2 will feature the "Evolution Arc", where the Goblin Nation will reveal their presence to the world and will conclude a subplot regarding Spider-Man that started back in the "X-Aura" chapter. Rest assured. You're in for a treat.**

**Next time: Signs of Evolution!**

**Question of the Chapter: What are your overall thoughts on Volume 1 of this remake?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	30. Vol 2 Issue 1: Evolutionary Complication

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! The Elementals are beaten, Team RWBYP's reunited, and we just saved the entire kingdom before it was blown off the map. Just another day as your friendly neighborhood me, but there's some unanswered questions. Who's the Professor? Torchwick made it sound like I know this guy, but I don't have a clue who he is. And the ISO-8. I know for certain it was used in that Devil's Breath outbreak a while ago, along with my DNA. Could all this be connected to that "big threat" Madame Web is preparing me for? A Spidey's work is never done. Let's see what's going on now.**

**BGM End**

* * *

_Vol 2 Issue 1: Evolutionary Complications_

**City of Vale**

**BGM-Marvel's Spider-Man (PS4) OST-Spider-Man**

Today is a beautiful day at the capital city that represents the entire kingdom. The city is quiet and peaceful, gearing up for the upcoming Vytal Festival while crime is at an all-time low. And it's all thanks to their lovable, interdimensional, friendly neighborhood superhero, the Amazing Spider-Man. The masked vigilante is standing on top of the tallest building in the city, gazing down at the city before performing one large jump into the air as he skydives like a ball, uncurling so he could feel the wind hitting his face. And just as it looks like he's going to painfully faceplant onto the street, he thwips out a webline and immediately swings over the streets hollering, "YEEHAAAAAAW!"

Spider-Man swings over high distances and ran on walls of a building before leaping high into the air, taking out his Scroll to take a selfie during his swing. He goes up on a building to gain some momentum as he shoots his webbing at the top and ran on the side of the rooftop, giving him edge to jump off it and dive straight into the air, equipping his web-wings to glide over the city a little bit before web-swinging around some more.

The webslinger swings over a crowd of civilians on the streets, where they are overjoyed to see the kingdom's hero swinging past them. "Look, it's him! Spider-Man!" A human man shouts, as the crowd cheers their hero.

"Hiya, everybody! Glad to see you're doing okay! Always remember! We all do our best when we work together!" Spidey advises the people while landing on a rooftop to greet them.

"We got your back, webhead!" A Faunus man points at him, while the crowd waves goodbye as they see him swing off.

'_Nice to see the city healing nicely after nature tried to enjoy all four seasons at once.' _Peter quips while swinging through the city. _'It's been weeks since the Elementals attacked, and it's been months since I've been stranded in this dimension after my last fight with Green Goblin. Still want to go home, but I think I've adjusted quite nicely to Remnant. City's been pretty quiet lately. My training at Beacon Academy is surprisingly paying off for your friendly neighborhood me. I'm even able to make it to class on-time. Weiss couldn't believe it either.' _

**BGM End**

He lands on a rooftop, staring at the sky while monologuing, _'I'm glad my life is "slightly" improving, but I can't shake the feeling that…something bigger is lurking in the shadows. There are still some mysteries left unsolved, and I'm uncertain how to solve them before it's too late. Maybe Madame Web could help me. Except that weird old crone is never around when you-.'_

**BGM-Sonic Adventure OST-Theme of Tikal**

Suddenly, a foggy vortex consumes Spider-Man from beneath his feet, "Hey!" as he gets swallowed into the empty pocket dimension controlled by his mysterious mystical advisor, Madame Web.

"_Old_ crone, am I?" Madame Web remarked.

"Y'know, I was wondering when you'd show up again. I need to talk to you on a few things." Spidey says, as he lands in her little pocket dimension.

"Then talk. That _is _your expertise." Madame Web calmly snarks at the jokester.

"It's about all the strange things that's been happening all over Remnant ever since I arrived in this world. Like the Devil's Breath virus that nearly destroyed Mantle. It used my DNA and ISO-8. Is it true that when I arrived in this world, that I accidently brought along some ISO-8 and that someone found some for their own misdeeds?" Spidey asks her, as these questions have been bothering him for quite some time.

"That is correct." Madame Web answered.

"And the Professor. Is it true that he was the one who created Mach-X to attack Atlas, and has been working with the White Fang to create an army of supervillains like the Elementals?" Spidey asks another question.

"That is also correct." She replied.

"Then who is he? Torchwick said he has a grudge against me. That we have history." Spidey responded.

"That, I cannot answer." She told him.

"Why not? This guy's obviously a threat. His Elementals nearly destroyed the world!" Spidey retorted.

"Like questions on an exam, why should I just _give_ you the answer when you're so close to figuring it out yourself?" Madame Web riddled, confusing the poor boy. "You are on the right path learning the _true_ identity of your enemy. I have foreseen it." She said.

"How? Because you have psychic powers?" Spidey asked.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny**

"That, and because of this. Behold!" Madame Web spreads out her arms as she mystically summons a construct behind her chair that resembles a large web. Between every strand depicts images or a live feed of variously different spider-people all across this great web.

"Whoa…Wh-What is all this…" Spider-Man asks in amazement, staring in awe at the many different spider-people on this mystical web.

"_This _is the Web of Life and Destiny." Madame Web answered. "A three-dimensional construct in five-dimensional space, acting as a model of the entire multiverse. Every reality. Every possible future. I see them all, judging which is most likely to come to pass. In most of these universes exist their own version of _you_. Their own Spider-Man. Their _own _Spider-Woman. All of them are connected to the Great Web." She explains to the astonished Spider-Man.

"Whoa, whoa…slow down. Other realities? With other me's?" Spider-Man remarks in confusion.

"Yes. We refer to these totemic avatars as _Spider-Totems_." Madame Web answered.

"But I'm the most charming, right?" He quipped.

"Our Earth exist in the center of the multiverse as the 'prime universe'. Every alternate reality branches off from the prime universe, ranging with minimal to drastic differences. Our universe acts as a hub where it all revolves around." Madame Web explained, ignoring his joke.

"Now you're losing me." Spidey quips, before taking another glance at the Great Web and notices a universe that looks very familiar to him, depicting an anthropomorphic blue hedgehog running through some green hills at the speed of sound. "Wait a minute. I recognize that universe. That's Mobius! And there's Sonic! His universe is also connected to this…Web of Reality?" He asks the mystic spider.

"It's like I said, EVERY reality is connected to Great Web in one way or another. Your recent adventure in Mobius strengthened its connection to the Web, as the same here in Remnant. These two worlds are interconnected through you." Webb explained.

Spidey stares at Sonic and his world depicted on the Web and smiles, "Now that's a face I'd never thought I see again. Almost miss the blue dude. The two of us have a lot in common. But…why explain all of this to me now?" He asks her curiously.

"The crisis you will soon face will not only _change_ your life forever, but threaten to consume _everything_ you hold dear." She cryptically replied.

"If it wasn't the Elementals, what _are_ you preparing me for?" Spidey asked.

"A horror. A horror _beyond _belief." She said cryptically again, while swiftly teleporting her confused student back on the rooftops of Vale.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-** **Free Roam/Open World Music Theme 1**

"Great. I'm really glad I asked." Spidey quipped.

Before leaving the rooftops, the webslinger receives a hands-free call coming from his teammate Blake, answering it through his mask as she speaks, _'Peter, where the heck have you been?'_

"Oh, out getting some fresh air." He quipped.

Blake sighs, _'Well, I'm glad one of us was. Me and the team just came back from our joint mission with Team JNPR after destroying a possession-type Grimm that merged a couple of King Taijitu together.' _She informs him.

"Sounded interesting." He quipped.

'_Not as interesting as the berating you're going to receive from Weiss for missing today's mission.' _Blake dryly snarks back.

"All bark but no bite with her. Where are you guys right now?" Peter asks.

'_We just arrived outside the movie theater. You should better hurry. The movie is about to start soon.' _She warns him.

"Aw shoot! That's across town! I wonder if this is the crisis she was talking about?" Peter remarks, joking about Madame Web's warning.

'_What are you talking about?' _Blake is still on-call, confused on what he was talking about.

"Uh, nothing, nothing! Tell Weiss to chill and that I'm on my way!" Spidey spins out a webline, as he hurriedly swings to the movie theater to regroup with his friends.

**BGM End**

* * *

**Vale Movie Theater**

**BGM-Sonic the Hedgehog (2006) OST-Soleanna Castle Town**

Peter swings into an alleyway, where he quickly switches to his civilian clothes and runs out towards the movie theater to hang out with his friends. His teammates in Team RWBYP and his other friends in Team JNPR are outside the theater sharing a casual discussion while waiting for their friend. Ruby's eyes glance to see Peter rushing towards them and smiles, happily greeting her friend, "Hey Peter! Glad you showed up!"

"Sorry I'm running a little late and missed today's mission, guys." Peter apologizes to his friends.

Weiss tiredly sighs, "We've gotten used to it."

"Hey Pete. All of us had a bet going on whether or not you'd actually show up." Yang jokingly said with a smile on her face directed at him.

"Thanks, Yang. I'm also afraid to ask, but, who won the bet?" Peter replied.

"I did, of course. Okay Nora, pay up." Yang quips, gesturing to her hammer-wielding friend.

"After the movie. C'mon, it's gonna start soon, and I can't WAIT!" Nora eccentrically remarks as the group of friends walk towards the theater.

"What are we watching again?" Peter asks his friends.

"The Shadow Huntsman Rises!" Jaune replies, handing the brunette his movie ticket. "It's the final movie in The Shadow Huntsman Trilogy, set eight years after the events of The Shadow Huntsman, as merciless revolutionary Kane forces Shadow Huntsman out of his retirement to save Vale City from nuclear destruction! Doesn't that sound cool?!" He excitedly explains the premise of this new film.

"Certainly sounds as awesome as another movie that sounds similar in premise." Peter quips, as they enter the main lobby of the theater.

"The concession lines don't seem too long. We might have some time to buy some snacks before the movie starts." Yang grinned.

"I rather we find seats first, just to be on the safe side." Weiss suggested.

"Peter, can you, Blake, Ren, and Pyrrha go find us some seats while we get the popcorn?" Ruby asks her friend.

"Okay." Peter simply accepts the assignment.

"Thank you!" Ruby smiled adorably in response.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3**

With most of his friends buying the snacks, Peter and the remaining few stroll through the lobby as they head towards the door that leads into their movie room. But halfway through the stroll, Peter starts faintly hearing a mysterious voice in his head calmly calling him, _'Peter…'_

"What?" Peter responds, as his movements almost come to a complete halt while looking around the lobby for the being calling him.

'_Peter…!' _The voice slowly becomes louder, clearer, still very calm but sounding deep and frightening as well.

Peter clenches on his head as it starts aching terribly like never before. He tries taking deep breaths to calm himself down but it doesn't help for a second. Before entering the movie room, Blake turns around at Peter and notice something is very wrong with him. "Are you okay?" She runs up to check on her superhero friend.

"Argh…My head is killing me. It's just…pounding so hard!" Peter replies, lowering his head while clenching onto his forehead. "I think it's my Spider-Sense going nuts. You…You might need to get someplace safe." He tells the cat faunus before rushing to the nearest bathroom, while Blake stares at him with a worried look of concern on her face.

'_Peter…I'm coming for you…' _The demonic voice warns him, as Peter burst into the empty bathroom to catch his breath behind the sink.

He looks down at the sink while feeling very strange, a feeling that he has never felt before. He makes some very unusual heavy pants while trying to regain his breath and composure. He stares at the mirror while his hand trembles with a cold thought, looking unusually tired and frightened as he asks himself, "What's happening to me?"

'_My darling boy.' _Suddenly, as if he's hallucinating, Peter starts seeing a dark silhouette in the mirror that has multiple, glowing red eyes, that are very spider-like in appearance, _'My Peter. Don't be afraid.' _The demonic silhouette slowly disappears to reveal itself as a large and naked Man-Spider monster with six arms and demonic fangs while the entire body is covered in dark brown fur, _'Scientists aren't supposed to fear…evolution.' _He said with a frighteningly, demonic grin.

His Spider-Sense goes into overlord, giving Peter a headache that he has never experienced before in his life. His X-Aura suddenly activates on its own as well, surrounding him in an out-of-control red aura while his eyes flicker red relentlessly and his fangs start showing. Peter seems to be losing his mind, as he could see it being clouded by his own webbing while he screams, "AAAAAAAAAAAAAH!" all while the Man-Spider in his head laughs demonically.

'_FWAHAHAHAHAHAHA!'_

Outside the bathroom, Blake heard Peter's painful scream from afar because of her hidden cat ears. "Peter?" She mutters, worryingly staring at the men's bathroom where she heard his scream.

"What's wrong, Blake? Where's Peter?" Pyrrha approaches her alongside Ren.

"Ren, can you go to the bathroom and see if Peter's okay?" Blake asks him.

"Sure." Ren walks into the bathroom, and the first thing he was horrified to see is Peter lying on the floor unconscious while his X-Aura is still active. "Peter!" He rushes to his aid and kneels down next to him, checking his pulse to see if he's still alive just as his X-Aura strangely deactivates on its own.

Seconds later, Jaune shows up in front of the bathroom holding many snacks and popcorn for the movie, "Ren, movie's about to start. What's going—PETER?! Is he okay?!" He accidently drops his food the second he sees Peter's unconscious condition.

"He's still alive, but he's out cold! We need to get him to a hospital!" Ren grabs the unconscious Peter, carrying him by his shoulders.

"I'll gather the others and call the paramedics!" Jaune says, rushing out of the bathroom while Ren carries his unconscious friend out.

**BGM End**

* * *

**Several hours later at a Vale Hospital…**

**BGM-Mega Man ZX Advent OST-Relief**

Peter was sleeping in a hospital bed until his head twitches and moves around a little before suddenly waking up in a frighten daze, "Mmmwwaaa!" He quickly calms himself down to find himself in a hospital, "Huh…Where am I?"

His attention immediately turns to the door when his doctor enters the room and is pleasantly surprised to see his patient is awake, "Oh. You're awake already? You've recovered faster than I anticipated!"

"I'm in the hospital? How did I get here? Last thing I remember…" Peter respond.

"You suddenly collapsed at the movie theater after suffering a brain aneurysm and was rushed to the hospital. You seem to have quite a remarkable healing factor, otherwise we would've gotten you some treatment." The doctor replied, completely oblivious to his spider-powers granting him an enhanced healing factor compared to most ordinary humans.

"Heh. Don't think I have any health insurance to cover that." Peter joked. "Know the reason why I suddenly collapsed, doc?"

"Judging from the tests, you seem perfectly okay. My diagnosis is a simple mental issue from overworking yourself, according to what your friends told me. Seems to have subsided for now. I recommend taking it easy for the next few days." The doctor suggested.

"I'll try." Peter said uncertainly, since he is secretly a superhero that has the responsibility to always help people.

"Speaking of friends…" The doctor gently opens the door to allow Team RWBY and Team JNPR to run inside and check on their friend after being extremely worried for him.

"Peter, you're okay!" Ruby rush to give him a very relieving hug.

"I'm alright. Sorry I made you all worried. Did you enjoy the movie?" Peter asks them.

"Are you out of your mind?! We were GREATLY more concern of the condition of our friend than some stupid movie." Weiss angrily retorts, as his friends were forced to miss the movie to get Peter to the hospital.

"Sorry about that." Peter frowns, feeling guilty that his friends sacrifice their fun time for his sake.

"It's okay, man. We're just happy you're okay." Jaune replied.

Yang turns to the doctor and asks, "Is he ready to leave the hospital?"

"Everything seems normal. He's ready to leave at any time." The doctor smiled.

"We'll be waiting outside. Try not to overwork yourself, Pete." Pyrrha advises him, as everyone including the doctor exits the room. Everyone but Blake, as she still has some concerning questions for him.

"What happened, Peter?" She asks him.

"Can we talk later? My head still hurts." He quipped.

"Peter, please. If it's a Spider-Man thing, talk to me. I'm the only one you can talk to about this." Blake responds, insisting to learn what caused his mysterious headache at the theater.

Peter lowers his head, frowning as he tries to recall everything, "I'm not sure _what_ happened to me. Lately, I've been feeling very strange. My powers. My X-Aura. There have been moments when they randomly fluctuated and I couldn't control it."

"I've noticed that, during your sparring match with Pyrrha and that time you broke our table." Blake recalled.

Peter continues, "When my Spider-Sense overloaded in the theater, it felt like my brain was going to crawl outta my face. I _saw _something back there. Some man-spider monster thing was talking to me about 'evolution'. I dunno. I think I was just hallucinating, but it felt so real it was almost terrifying."

"Maybe you're still stress out after we defeated the Elementals and worried about Torchwick and the Professor's next move with the White Fang. I know I am." Blake replies with her opinion on the matter. "Take a couple of days off. Relax. Not be Spider-Man for a few days. Get involved in something that doesn't involve people trying to kill you. And maybe, tell the others your secret before this problem could become worse. They accepted me as a Faunus." She said, recommending him to tell their teammates that he is Spider-Man.

"My situation is _way _more complicated. I can't just tell them. Maybe later, when it doesn't feel like I'm dying." Peter jokes, getting ready to leave the hospital while his friend still has a look of concern on her face when he jokingly mentions death.

**BGM End**

* * *

**Meanwhile in the Land of Darkness…**

**BGM-Ultimate Spider-Man (Game) OST-Final Game Cinematic**

In her dark castle, Salem is looking out through the window in her conference room thinking deeply to herself, until she was calmly interrupted when she heard the door opening as Norman Osborn enters the room to meet with her. "This better not be a waste of time. Why did you call me here, Salem?" Osborn arrogantly asks her.

"To discuss with you regarding recent events that had transpired." Salem turns to him.

"Like what?" Norman asked.

"For starters, the Elementals." Salem starts discussing. "You have only been in this world for mere months, and yet has mastered Dust in ways even _I _thought was impossible. You mutated four ordinary beings into the physical embodiment of nature _itself_ that had the power to destroy the world. That has left me quite impressed. The only other beings that I can imagine could've _rivaled_ their power are the four Maidens."

"Maidens? Explain yourself." Osborn responds curiously.

"Of course. Your recent achievements have earned you the right to know about my plan." Salem stated. "Like how the Elementals were granted their power through science, the Maidens gained their power through magic. They are said to be the physical embodiment of the four seasons: Winter, Spring, Summer, and Fall. Each Maiden are a host of vast magical power and have existed in Remnant for thousands of years. Cinder is the current host of the Fall Maiden, though hasn't _fully _captured all of her power yet. And like you and Spider-Man with the Elementals, _Osborn_, the Maidens derived their power from _my _mortal enemy, _Ozpin_." She explains to the outworldly criminal the history on the Maidens.

"You're saying that the headmaster of Beacon is thousands of years old? And if _he _is your mortal enemy, that means you _too _must be immortal." Osborn deduced Salem's immortality.

"Brilliant deduction." Salem grinned. "And it's through Ozpin's power is how I plan to take over this world."

"What's the point if I can create you another Elemental? You said it yourself their power is roughly equal to these Maidens." Osborn asks the dark witch.

Salem explains, "The Maidens are the key to acquiring four powerful magical objects known as Relics. They are known as the physical manifestations of the four gifts to Humanity as bestowed by the Gods of this world: Knowledge, creation, choice, and destruction. Each containing great power, and if one were to wield all four, they'll possess the power to change the _entire _world. I seek the Relics hidden beneath every Huntsmen Academy in order to gain the power to crush Ozpin's forces and rule over this world. The Relics may also be the key to help you return to your own dimension."

"I am a man of science, not magic. But if that is what you believe. What else is it you wanted to discuss?" Norman asks her, wanting to switch topics.

Salem replies calmly, "From the Elementals' defeat by his hands, I have come to agree with you that Spider-Man could play a dangerous threat to my goals. He is a child hiding _immense_ potential and could serve as a decisive wild card if he has allied himself with Ozpin. I want him captured."

"Captured? For what use could you use with that miserable bug?" Osborn responded.

"You have not earned the right to know that." Salem denies telling him. "There is also the matter regarding this mysterious 'Goblin' Cinder informed me. He stole the notes of your Dust Formula, correct?"

"Yes. What exactly he has plans for it, I do not know. If I were to guess, he'll use it to create his own army of superhumans." Norman replied, partially telling the truth while hiding the obvious fact from her that he is the Green Goblin.

"The Goblin could be an unknown factor to my plans. I want him captured, or disposed of immediately. Might I recommend you start developing a 'Grimm' Formula?" Salem suggested to the scientist.

"I'll put it on the list, right after I complete my new Spider-Slayer Program." Osborn stoically replies as he turns from the witch and is about to make his leave out of the room.

Disturbingly, Salem puts on a little grin on her face while staring at Osborn leaving, "You're not as clever as you think you are, Osborn." She says calmly, causing him to immediately stop before the door in a calm state as he listens stoically, "If I so much as imagine you are in _league _with the Goblin, I'll find out and make sure you won't escape to _any _realm." She warns him with an ominous and frightening threat that doesn't seem to faze him at all before calmly making his leave out of her castle without retorting a word.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: It's the start of the Evolution Arc, as Spider-Man learns about Spider-Totems and the Great Web, and Goblin learns about the Maidens and the Relics. Have any of you picked up on the parallels yet? Between Spider-Man/Ozpin and Goblin/Salem? No? Don't worry, there's still time. In this revised adaptation of The Other storyline, The Other is gonna play a more antagonistic role and act more like Spidey's dark side that he's internally fighting against throughout this volume. One comparison could be Ryu from **_**Street Fighter **_**trying to control the Satsui no Hado. **

**Jufesocar: The battles between Spidey and Goblin in this volume won't be "DBZ style", but with ISO-8 slowly becoming more important as we go along, expect their fights to be a little crazy and "comic-booky" sometimes as if you're playing Marvel vs. Capcom or something. **

**Fhgdkg: The Spider-Slayers in this story are based off the "Spider-Slayer Mark XXI" that were used during the Goblin Nation storyline in the comics. The Spider-Slayers you mentioned were already used in my other published story, **_**Cyber Metal Madness**_**.**

**Next time: Vacation at Patch!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	31. Vol 2 Issue 2: Family Vacation

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! I was hanging out with my friends at the movie theater when my Spider-Sense suddenly went overload and I collapsed and had to be rushed to a hospital. I'm okay, but my body felt like it was changing. I saw a vision of a Man-Spider monster talking about "evolution". Have no idea what that was all about. Maybe I should take a little break from Spidey action. Take a vacation. Or maybe not. You may never know with my luck.**

**BGM End**

* * *

_Vol 2 Issue 2: Family Vacation_

**City of Vale**

**BGM-Marvel's Spider-Man (PS4) OST-City of Hope**

"Noooo! My balloon! Someone save my balloon!" A little girl yells, standing beside her mother on the sidewalk after accidentally letting go of her balloon. The balloon rises higher into the air to the point it might be unreachable to retrieve. The little girl starts crying over her lost balloon until someone zips towards the balloon in a blur and grabs it.

"Did someone lose a _lovely _balloon?" Spider-Man says, smiling after landing in front of the crying girl.

The girl immediately stops crying in the presence of the hero as she gasps happily, "Spider-Man! Hurray! You saved my balloon!" She says while being handed her balloon.

"You're welcome, kid. Listen to your mom and hold onto it this time." Spider-Man told the child.

"Thank you so much, Spider-Man." The mother smiled, grateful for the assist.

"No problem. I have experience rescuing kids' balloons. See ya later." Spidey fires out a webline and zips into the air, swinging high over the city to enjoy some morning fresh air.

'_Blake won't be mad at me for saving that kid's balloon. It's not like I was fighting any thugs or supervillains. I know she said I should take a break from the heroics, but swinging through the city is the best way for me to relax after suffering the worst spider-headache in history. Still trying to figure out what happened to me. Let's not forget I accidently brought The Professor cosmic crystals that could destroy this dimension, so how can I relax when that's all my fault?' _He swings onto a rooftop to stand on while monologuing, _'I needed Sonic and his friends' help when Doc Ock and Eggman was harnessing ISO-8 for dimensional destruction. I can't rely on Ruby and our friends for this. They're good, but they're still rookies. I doubt anyone in this world has experience fighting against cosmic power from another dimension! This is my problem to fix. But I wouldn't mind some pointers where to start looking.' _He remarked.

**BGM End**

While on the rooftop, the webslinger believes he's hearing something flying above him and looks up to see what appears to be an Atlas Manta in the sky, "Huh? That looks like an Atlas airship. What's it doing here in Vale? And why does it look like it's landing near me." Spidey remarked.

**BGM-Sonic X OST-S-Team #2**

The Manta lands on the same rooftop where Spider-Man is standing on with a confused expression on his face. He calmly stands on his guard, not knowing what to expect or who is coming out from the aircraft. He sees the hatch of the jet opening as five similarly-dressed Atlas operatives walk out to kindly greet the webslinger.

"Greetings, Spider-Man. It's a pleasure to finally meet the famous Hero of Vale." The male leader of this group greets the hero with a smile.

"Who are you people?" Spider-Man asks them.

"We're the Ace Operatives. We're Atlas' most elite special operative group that work with the Atlesian Military. My name is Clover Ebi. I'm the leader of this unit." Clover introduces himself and his teammates.

"The Atlesian Military? Why are people like you and your little Ace-Ops doing in Vale?" Spider-Man asked.

Clover answers, "We came under General Ironwood's orders to talk to you on a matter regarding global security. Though we don't approve of your vigilantism, we appreciated you stopping Mach-X and the Elementals. Our studies confirmed that if you didn't stop the Elementals in time, they would've wiped out all life on the planet. The world owes you a debt of gratitude." He smiles.

"Always happy to help the planet. It's a fun side-activity." Spidey quipped.

"There is nothing 'fun' stopping a world crisis." The tranquil Vine Zeki calmly remarks on his joke.

"Then you must be a _blast_ at parties." The webslinger snarkly remarks.

"Hahaha! You are a funny little hero!" The kindly muscular Elm Ederne chuckles from his little joke as she pats the webhead on his shoulder, surprising him with her incredible strength as she almost makes him trip, "I have never met a kid so _scrawny _and adorable but is so _powerful_ to stop a mighty storm!"

"Admittedly, I did have a little help." Spidey replied modestly.

"Still, you were incredible! I don't think us Ace-Ops would've been able to beat those Elementals!" The novice Faunus operative, Marrow Amin, happily praises the spider-hero.

"Let's not praise the kid too much. I'm sure we would've beaten those monsters faster if they appeared in Atlas." The competitive speedster Harriet Bee claims.

**BGM End**

"So you mentioned global security. What does that have to do with me?" Spidey asks the team's leader, wanting to discuss more important topics.

Clover answers, "Atlas has been investigating the whereabouts of the criminals who attacked the kingdom with Devil's Breath while causing the massive prison breakout. We initially believed Mach-X to have been the mastermind, but when he heard you defeated him and found out he was an android, we realized he was a puppet for a much bigger threat."

"And what could that be?" Spidey asked.

"In recent weeks, we've been hearing reports of crime activity mysteriously spiking sporadically in the other kingdoms and have been unable to track the movements of the crooks to learn their identity or motives. We believe they were caused by a new terrorist organization similar to the White Fang. This is what we found during our investigation." Clover takes out his Scroll to show him a photo of a green goblin-like symbol painted on a wall.

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #1**

Spidey gasps in shock while looking at the photo, feeling a chill in his spine as that symbol looks frighteningly familiar to him, "What's that symbol…"

"It's the symbol of this underground organization. Our intel says they are being led by a dangerous man that goes by the name, 'The Goblin King'. We are hoping you would know anything that would help with our investigation." Clover replies, while putting away his Scroll.

"Sorry. Never heard of any 'Goblin King' until you just told me. I have my own problems to deal with in this kingdom. One of them is trying to figure out how to take a proper vacation that doesn't last an hour." Spidey jokingly remarks to the operatives.

"This was a waste of time." Harriet said, as the Ace-Ops start heading for their jet.

"If you do learn something, contact General Ironwood. He'll be arriving in time for the Vytal Festival. Once again, it was a pleasure meeting you, Spider-Man. Keep up the good work!" Clover wishes him luck in his adventures, entering their jet as it lifts off into the air and flies back to Atlas.

Spidey stares at their jet leaving his sights while thinking deeply regarding this new threat, _'The Goblin King…Could it be…No! It couldn't be him! He couldn't be here! There's no way it's him! It's likely it's just his less insane counterpart that shares the same name. This world has counterparts of some of my other deadlier enemies like with Sandman and Molten Man. And Mach-X did remind me a lot of Beetle. Yeah, I'm pretty sure this Goblin King isn't who I think it is. He's probably just Adrian Toomes. That's the case. Right?' _He said in disbelief, not wanting to believe this Goblin King is Norman Osborn from his dimension as he jumps off the building to swing back to Beacon.

**BGM End**

* * *

**Later…at Beacon Academy, inside Peter's Lab**

**BGM-Spider-Man 3 (Game) OST-The City #5**

"Don't overwork yourself. We don't have to finish this today. We can work on it later." Yang expresses her concerns for Peter's health while rebuilding Bumblebee together, as she doesn't want him to collapse again like he did at the movie theater.

"Don't be such a worrywart. I'm fine enough to finish with these adjustments. Just a few more tweaks…" Peter installs the last gear part with his wrench, as he stands up next to the fully rebuilt sports bike, "Finish! Bumblebee's rebuilt and better than ever thanks to Extreme Gear technology! Now it's made out of sturdier material so it won't get blown up by android assassins and runs on clean Air energy. This baby's rebuilt to mirror your own explosive, fierce, and yet beautiful power." He explains to his teammate.

"My baby or our baby since we rebuilt it together?" Yang smirks, teasing him to make him instantly nervous.

"I…suppose you could call it our little pet project, yeah. Want to give it a little test run to Emerald Forest?" He replies as they move the rebuilt bike outside of the lab for testing.

"Sure." She hops onto her bike. "How do I change it to a hoverbike again?" The second she asks that, the design of her bike immediately changes to slightly resemble hoverbike version of itself as it hovers slightly above the ground. "Whoa-ho-ho! Voice command! Nice! See ya at the forest!" She tells Peter, as she uses her newly-transformed hoverbike to swerve through the air and fly towards the forest.

Peter brings out his own rebuilt Extreme Gear, upgraded with sleek curves while the overall redesign looks futuristic and sporting the same red/blue color scheme as the prototype board. He hops onto his board as he too takes to the skies, boosting through the air to catch up with Yang. In no time at all, the racing duo are flying over the emerald forest while performing some stylish maneuvers in the air.

"Ah-ha-ha! Look at me flying through the sky! My bike has never been so fast before! You really are a genius, Pete! Thanks!" Yang thanks him while swerving joyfully through the air.

"Glad you're happy, since it was my fault your bike blew up in the first place. Had to make it up to you." Peter says, as they decide to land on a nearby cliffside that overlooks most of the forest.

**BGM End**

**BGM-Sonic X OST-Helen's Diner**

"Don't blame yourself, Pete. It was Mach-X that tried to assassinate you and blew up my ride. I would never blame you for anything." She tells him sincerely with a smile.

For a brief moment, Peter smiles from her nice words until he remembers the recent problems he's facing as Spider-Man regarding The Professor and the mysterious Goblin King, which causes him to drop his smile to a frown as he somberly responds, "Yeah, I dunno, I guess you're right."

He sits on the comfy grass on the cliff, staring down at the whole forest stoically, which caught Yang's concerned attention. "Is something wrong, Pete?" She asks, noticing his depression as she takes a sit next to him.

"It's nothing." Peter lied, which she easily saw through.

"Talk to me. I can tell something's bothering you." She said.

"I just have…concerns about a few things regarding some people." Peter replies, shyly looking away from her.

"Is it anything family related? Weiss told me you never knew your parents." Yang remembered.

"I don't want to talk about that. It's a personal problem." He replied sadly.

"No one else is here. Why don't you open up to me?" She asks sincerely, wanting to find some way to help her depressed friend.

Peter sighs to calm his mind, feeling reluctant to say anything about his family, but gets a strange feeling that Yang might be the only person that could sympathize with his story. "I was orphaned by my parents while I was just a baby." He speaks his backstory with a calm, yet somber voice. "They left me for an important job and never came back because they were killed in a plane crash. I don't know anything about my parents. Have no memory what they looked like. Since then, I've been living with my uncle and aunt. I saw them as my parents. For 15 years, we were living a good life. That is…until the accident." He lowers his head in shame as he said that.

"What accident?" Yang softly asks, as she can tell this is a sensitive topic to him.

"My uncle was murdered." He said, sounding stern and a little angry while reminiscing those horrible times. "A burglar broke into our home and shot him in cold blood. To this day, I still blame myself for my uncle's death. If I just…did _something _back then, he would still be alive." He says, switching back to his previous somber tone, "After his death, it was just me and Aunt May. We were struggling big time with finances, so I did everything in my power to provide for ourselves. And we managed for two years, until…the two of us got separated."

"How?" Yang asks concernly, highly worried about his Aunt May.

Peter replies, "It's complicated. I'm still trying to figure things out. Been trying to find ways to contact her, but nothing's working out. I know she's still out there, but it's been months and I've been worried sick about her. She's the only family I have left. If something were to happen to her…" He depressingly rubs his arm as he doesn't want to say anymore.

During his whole story, Yang has been staring deeply at him as if she felt a deep connection with him. She absolutely felt sorry for him, for the loss of his parents and uncle and how he blames himself for such tragedies. Hating to see him suffer anymore, she takes a moment to think of ways to help him until she thought of the perfect idea. "…Pete." She said. "Why not…stay with my family this weekend at Patch?" She kindly offers him.

"A-Are you sure?" Peter replied nervously.

"Doctor said you should take it easy. And I want to thank you for being a good friend to me and Ruby. You'll love it at Patch. I promise with all my heart." She warmly smiles, placing her hand on his shoulder to comfort his nerves.

"Well, okay. Since you're offering, I can't exactly refuse." Peter accepts her offer as they stand up on the cliff.

"Let's hurry back to Beacon and tell Ruby. I'm sure she'll love the idea of you visiting our childhood home." Yang smiles, hopping back onto her hoverbike and flying back to the academy alongside Peter on his board.

**BGM End**

* * *

**That Weekend at Patch…**

**BGM-Super Mario Galaxy 2 OST-Freezy Flake Galaxy**

With Ruby tagging along, Peter and Yang flew to the small island of Patch on their superfast Extreme Gears. They land in a quiet peaceful forest, outside a two-story log cabin that seems to be the childhood home of the huntress sisters.

"We're _here_!" Yang sang as they arrived.

"So, this is where you live?" Peter asks, hopping off his board while holding it and his backpack.

"Yup. Home sweet home." Ruby smiles while getting off her sister's hoverbike. "You're going to love it here! Trust us! Our dad will be happy to see you."

"Is your dad a retired legendary mercenary that's a clone born from the Les Enfants Terribles project?" Peter jokes, making a reference to a certain video game character that also lives in log cabin.

"Huh?" The half-sisters tilt their heads in confusion, having no clue what he's referencing.

"Nevermind." He replied shyly.

Yang unlocks the door with her key for the other two to enter the house first. "Dad! We're home!" Ruby yells for her father.

"Bark! Bark! Bark!" Seconds later, a small black dog is heard happily running and jumping into Ruby's cuddling arms.

"Zwei! How you been, boy?" She happily asks her pet, who responds by licking her face.

"Oh ho ho! Who's that I hear?" Their blond haired-father says with a smile as he exits the kitchen to greet his daughters. His name is Taiyang Xiao Long, also known as Tai and a teacher at Signal Academy.

"Hi, dad." Yang greets her father with a smiling wave.

"Yang! Ruby! It's so nice to see you two again! Glad you're doing okay!" Tai smiles, giving his daughters a warm hug. His eyes then forward to see Peter standing across from him and asks, "Is that him?"

"Yup. He's our friend we told you about on the phone." Yang replies, grabbing Peter's hand as she walks him to greet her father, "Peter, this is our dad, Taiyang Xiao Long. He's a teacher at Signal Academy."

"Hello, Mr. Xiao Long. Name's Peter Parker. Your daughters were nice enough to invite me to your home to spend the weekend, if you don't mind." Peter says, shaking hands with their dad.

"Not at all, Peter. I've heard a lot about you from my daughters. You're a smart kid to help them with their studies." Tai said.

"They're the ones who came to me for tutoring. I just accepted their request." Peter replied modestly.

"You're very modest. I like that." Tai smiled, liking the outworldly teenager already. Zwei seems to like Peter as well, jumping onto his shoulder and happily licking his cheeks as his way to greet him to the family. "I'm almost done making lunch. Give Peter a tour around the house until I'm done." Tai tells his daughters before returning to the kitchen with Zwei.

"C'mon, Pete! Let's show you your room!" Ruby cheerfully grabs his hand like an excited little sister as she walks him upstairs before her sister.

"Here's your suite, Pete!" Yang happily opens a door into the spare bedroom containing a single bed with plain bedding, a bedside table decorated with a vase of flowers and a circular white rug, as well as a large window that occupies the wall next to the bed, hung with pale curtains.

"This is my room? Looks like a little plain compared to everything else in the house." Peter comments as he observes his temporary bedroom.

"You could always sleep in _our_ room, if you want." Yang teases him.

"No, no! This is good enough." Peter nervously retorts, placing down his Gear next to the wall and his backpack on the floor, "What's gonna be the first stop of the family tour?" He asks the sisters.

"There is…_one _place we want to show you first." Ruby somberly said with a frown alongside her big sister, which instantly got him curious as to why they're looking sad all of a sudden.

**BGM End**

* * *

**Cliffside Forest**

The sisters lead Peter to a monument located at the edge of a cliff near a forest on the island. The gravestone is engraved with an emblem similar to Ruby's, along with the words "Summer Rose/Thus Kindly I Scatter."

"Is this…?" Peter stares at the gravestone and the name that's engraved on it.

Ruby sadly nods with a frown as she answers, "Yeah. This is the grave of my mother, Summer Rose. When me and Yang were still young, she went on a mission and never came back. We don't know _exactly_ what happened to her, but we assumed the worst." She says, closing her eyes to block out those painful memories of her past.

"Our dad didn't take the news very well." Yang speaks with a frown and somber expression as well. "He basically shut down when he heard the news. But, it wasn't the first time he lost a loved one."

"You mean he married someone else before Summer?" Peter remarked.

**BGM-Marvel's Spider-Man (PS4) OST-Responsibility**

Yang stares at the ground while answering somberly, "After Summer's death is when I learned she wasn't my biological mother. My own mother was a woman named Raven Branwen. When I was just born, she just…abandoned me. Her entire family. I wanted to know why, and traveled the island with Ruby while we were still kids to find out. But my stubbornness would've gotten us killed by Grimm if our uncle didn't save us. To this day, I'm still searching for clues on her whereabouts."

"I had no idea all three of us had something in common, regarding our parents." Peter noted. "I actually went through a similar adventure just like you regarding your mother." He said to Yang.

"You…have?" She stares at him with a slightly surprised look.

"I'm not supposed to tell anyone this, but a while ago I learned my parents worked as secret government spies." Peter briefs the sisters on his parents' history.

"Spies? That's so cool!" Ruby comments.

Peter continues with a small chuckle, "Found that out when I accidently broke open a storage trunk filled with old photos and newspaper clippings belonging to them. They identified my parents as traitors, but I didn't believe that, so I decided to investigate to learn the full story myself. Traveled around the world a little bit to beat up the communist who was responsible for their deaths and returned with the evidence to clear their names."

"Wow…I…" Yang was too flabbergasted for words after listening to his little story about his parents.

"I'm truly sorry what happened to your mothers. And if I was able to learn the truth about my parents, then I _know _you learn the truth about your mother. Don't _ever _give up, and have a little faith." Peter smiles to cheer up his blond friend, causing her to shed a single tear that there is someone out there that understands her struggles.

Yang wipes away the tear and embraces Peter with a hug, "Thank you."

"Your welcome, sunshine." Peter quips with a smile.

"Look at us. We're all one big happy family with terrible childhoods." Yang jokes, as she lets go of the hug and they start walking back to the house.

"I dunno. My childhood was still pretty sweet." Peter quipped.

"As sweet as my mother's cookies?" Ruby remarks with a smile.

"Petals, there is no cookie in the universe that will surpass my Aunt's homemade wheatcakes." Peter quipped.

"Can you make some for us?" Yang asked.

"I'm a whiz at cooking chicken curry, not wheatcakes. I'd probably burn the house down." He said, which got the girls to laugh.

**BGM End**

* * *

**Later in the kitchen…**

**BGM-Sonic Unleashed OST-The World Adventure (Piano Version)**

"Mmmm. That was good, Mr. Long. Thanks." Peter thanks him, as he and the rest of the family have just finished lunch together.

Tai smiles from the compliment, "Glad you liked it."

"It's nice eating with a family again, even though I'm just a guest." Peter replied.

"You're more than our guest. Your part of the family. I told you. You're like the big brother I never had." Ruby told him with a smile, accepting him as her surrogate brother.

"Thanks, Rubes." He responds with a heartwarming smile.

"I'll be taking these. It's my turn to wash dashes." Yang says, while politely grabbing everyone's plates.

"Just be careful." Her dad warns her.

"It was _one _time, dad." She quips while walking towards the sink, not paying attention to the puddle of water on the floor caused by Zwei accidently spilling his drink.

Peter's Spider-Sense starts tingling, alerting him to Yang slipping on the water. In a split second, he gets off his chair and catches her with one arm while using the other hand to impressively catch all the plates on top of each other before any of them could touch the floor. "Wow! Great reflexes." Taiyang remarks in shock, as he never saw anyone react that quickly.

"See? I told you he was awesome." Ruby responds while Zwei barks.

"You really need to stop _falling _for me." Peter jokingly says to her, remaining oblivious to her blushing adorably on the cheeks while helping her on her feet. "How 'bout I do the dishes?" He requested.

"Y-You don't have to." Yang stuttered.

"Gotta repay you somehow for allowing me to stay here for the weekend. It's the least I can do." Peter says, walking the plates to the sink and starts washing him.

The quietly amazed brawler stares at him washing the dishes, remaining fixated on him until she felt her father patting her shoulder. "He's a good kid. Take good care of him." He tells her with a smile before leaving the kitchen with Ruby and Zwei. Yang looks at him for another moment, hearing him whistle a little song, and smiles before leaving the kitchen herself.

**BGM End**

* * *

**Later that night…**

**BGM-Sonic Unleashed OST-Apotos (Night)**

"C'mon, c'mon, c'mon! We almost have him!"

"Can he just die already?! We're losing health bad!"

"Together! One, two…!"

Respectively, Peter, Yang, and Ruby are in their pajamas using their Scrolls as wireless controllers to play a multiplayer video game on the holographic TV projector, having just defeated a giant Grimm monster in a boss raid through their teamwork. "ALL RIGHT! HAHAHA!" The three teens jump out of the couch and share victorious high-fives after completing that grueling boss battle.

"I knew we could do it!" Ruby smiled.

"It only took you three seven tries." Tai quips, watching them from the sidelines while Zwei was sitting on the couch with them.

"Blame your daughter for living by the phrase, 'Punch first, strategize later'." Peter jokes, grinning at the annoyed Yang.

"He had too much health and I wanted to test out my new power gear." She defends herself.

"Alright, alright. That's it for game night. Time for bed." Taiyang tells the kids.

The triple teens walk up the stairs and head towards the girls' room as they are ready for some sleep. "G'night, Pete." Ruby tells him before entering her room.

"G'night, Rubes." Peter smiles.

"G'night." Yang tells him sincerely, fixated on his eyes.

"Y-Yeah. I'll see you tomorrow. Have sweet dreams." Peter tells her, feeling awkward around her all of a sudden.

"Yeah. You too." She says with a small smile, sharing glances one more time before she walks into her room and closes the door behind her.

Peter nervously scratches the back of his head, staring at her door for a little bit before walking into his bedroom. He lies down on his bed and stares deeply at the ceiling, thinking to himself while trying to make himself sleep. His heart is feeling weird, as his mind is being filled with images of Yang, as if he's developing feelings for her. But when he thinks about those feelings, his mind suddenly flashes images of Gwen Stacy and the night she died by the Green Goblin, leaving him temporarily mortified as he instantly springs up from his bed in fear.

"Gwen…" He whispers to himself, as Yang is reminding him of the first girl he fell in love with and how her death still has a dark place in his heart. He touches his forehead to forget about those devastating thoughts and lies back down with a depressing frown as he falls asleep, unsure if he wants to enter a new relationship ever again.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: New to the remake is the introduction of the Ace-Ops. It's unlikely they'll play a huge role in the later chapters. At the very least, they'll make cameo appearances. And also, the Goblin Nation is slowly making itself known to the world as Spidey is having troubled thoughts of Osborn being in this dimension, which he is.**

**Next time: Conflicted feelings with the rampaging R.H.I.N.O.!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	32. Vol 2 Issue 3: Like a Rhinoceros

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Yang and Ruby were kind enough to invite me to spend the weekend at their home in Patch. Met their dad and dog. Even learned what happened to their mothers. It's crazy how much the three of us have in common. They really do feel like sisters to me, at least with Ruby. With Yang, I think I'm falling in love with her. And in my two complicated lives, that might be a problem.**

**BGM End**

* * *

_Vol 2 Issue 3: Like a Rhinoceros, but Bigger_

**Ruby's House, Patch**

**BGM-Spider-Man: Homecoming OST-** **Academic Decommitment**

"Alright, put 'em up." Peter says to Ruby. The next day outside the house, he's helping his new surrogate little sister learn how to properly fight with nothing but her fists, kicks, and wits. Yang is watching her little sister walking towards him from the porch while patting Zwei's lovable head.

Ruby groans while standing in front of her mentor, "It's like I told Yang once before. I'm just not cut out for hand-to-hand. Why can't I just use my beautiful Crescent Rose?" She asks him.

"If you're planning to become Remnant's Mightiest Huntress, you need to learn other ways to fight without constantly relying on your main weapon, otherwise you'll be left completely defenseless in a life-or-death match. I've had _many _instances when my tech shorted-out and I had to improvise to survive." Peter instructs her.

"Ugh. Fine." Ruby reluctantly accepts his training session, as she and Peter take a basic fighting stance while staring at each other.

"First thing…" Peter starts teaching her how to fight, "Don't let the adrenaline get to you. Breathe slow, breathe deep. Relax." He instructs her to comply, "Hips square to your opponent. Let them make the first move. Now use your feet…and when they go off-balance…look for an opening. Boom." He opens his palm, allowing Ruby to punch it with her natural strength.

"Like that?" Ruby remarks.

"Yeah, yeah, that's it." Peter replies, as they return to their previous fighting position. "Okay! Now only this time, just let me have it. Right on the jaw, okay?! I can take it-."

"Okay…" Ruby mutters, using her full strength to deliver a punch on his jaw, almost toppling him to the ground much to the half-sisters' surprise. "Oops! Sorry! I-I didn't mean-!" Ruby apologizes, only for Peter to cut her off calmly.

"No, no, no, it's all good. Thankfully you weren't born with your sister's monster strength." He jokes, while tending to his pained jaw. "You're a scarlet speedster, so if the other guy's bigger, you gotta be quicker. You keep that up and uh…you'll do fine." Peter smiles, having confidence in her training.

Ruby smiles, appreciating his training and combat advice greatly, "Thanks." She says before turning to her sister in the porch, "Why can't your lessons ever be this short and easy?"

"You're the speedster. I thought you wanted things done fast." Yang quips, walking off the porch to meet up with Peter for her small training lesson.

"Alright, fisticuffs. Let's see how well you've adapted to kickboxing." Peter gets into a fighting stance, ready to train her how to properly combat kick-based opponents.

"I think I've adapted quite well." She quips before taking a fighting stance of her own, while her sister watches with her dog on the porch.

"I'll be the judge of that." He quips back with a grin. "You need to fight smarter, not harder. Don't let your emotions take control over you. Stay calm and cool. In your case, if the opponent is faster, waiting for an opening to counterattack. Try parrying or deflecting my kicks. I won't hold back." He instructs the blond brawler.

"Okay…" Yang takes a deep breath, calming her emotions so they won't interfere while fighting and stares at her trainer calmly, silently telling him she's ready. Peter wastes no time attacking her with a fierce and lightning-fast barrage of kicks to her front, immediately putting her on the defensive as she's desperately trying to block all of his kicks and failing considerably. Again, she calms herself during the fight, and when Peter goes for a speedy spinning kick, she calmly performs a high parry with one arm to block his attack, then delivers a strong counterattack that knocks him back considerably until he stops himself unscathed.

"You're improving. That hurt a little." Peter grins, wiping off the dust from his clothes.

"All because I have the greatest mentor in the entire world." Yang smiles while approaching him.

Peter chuckles, "Well, I dunno 'bout _that_. Is that a…new perfume you're using?" He asks, shyly flirting with her.

"Yeah, uh, I've been meaning to use it for some time. You're looking great today." Yang replies with some awkward flirting of her own.

"Oh. Heh. Thanks. Thought I put on my Sunday's best since you girls will be giving me a tour of the island. I'm gonna go grab a cup of water. Getting a little tired here." Peter awkwardly replies while walking towards the door.

"Can you grab me some water too please? Thanks." Yang tells him.

"Sure." Peter accepts, while opening the door into the house.

Ruby noticed their awkward flirting from the porch, constantly turning to each of them with a confused face throughout the conversation. As Yang meets with her on the porch, she asks her, "What just happened?"

"What?" Yang responded.

"I never seen you act so awkward around him before." Ruby said.

"That's because I'm just…not used to him living under the same roof as us." Yang claims, nervously rubbing her hair.

"We've been living at Beacon together for months, and we all sleep in the same room. Peter was the only one who felt awkward. _Yang_, do you have a crush on Peter?" Ruby asks her nervous sister, suspecting she is developing romantic feelings for her surrogate brother.

"No! I don't have a crush on him! I like him, but I don't like him like him. I'm just, uh, anxious how me and him are gonna _crush _the competition during the tournament." Yang nervously denies her claims with an awkward smile.

"You _do _remember the tournament's _team_-based?" Ruby sees through her lie with a straight face.

"Only for the first round. I know what I'm talking about." Yang claims, while awkwardly turning away from her sister.

"Uh-huh." Ruby raises a suspicious eyebrow while Zwei barks, as they both are figuring out she's falling in love with Peter.

**BGM End**

* * *

**With Peter…**

The confused teenager walked into the kitchen to get himself some water to drink down and clear his mind of these mixed emotions that have been pestering his heart for a while now. _'What's wrong with me? What are these mixed-up emotions I'm feeling? I think I'm having another aneurysm.' _He jokes before sighing, _'Enough with the jokes, Parker. You know EXACTLY why you're feeling this way. It's Yang. I think I'm falling in love with her. But then there's Blake. That time she kissed me at the café. Am I falling for her too? A girl that reminds me of Gwen Stacy and a girl that reminds me of Black Cat. Two relationships that had their own fair share of issues that didn't end well for anyone. I can't fall in love here. I could barely maintain a relationship back home. How could I maintain one here while I'm a superhero from another dimension, who's bound to return sooner or later? And then there's the Professor. And this Goblin King. If he's who I THINK he is, I CAN'T risk another relationship with any girl. But…can I really write off my feelings that easily? Ughhh! Why does my Parker Luck have to transcend dimensions?' _He groans tiredly of his usual luck while facing this emotional dilemma.

Peter contemplates with his conflicted feelings out of the kitchen while walking through the living room, passing by Taiyang watching the news. Suddenly, the news is reporting some breaking news that quickly got Tai's attention, "What's going on?" which also caught Peter's as well.

**BGM-Ultimate Spider-Man (Game) OST-Spider-Man Suite 2**

Tai turns up the volume to watch the breaking news being reported by Lisa Lavender from the VNN, _'Breaking news from Vale. A creature described by eye witnesses as looking, "Sort of like a rhinoceros but bigger", is rampaging through the streets of the city. We have not yet confirmed reports if this is a new type of Grimm…'_

"City's really turning into a zoo, dontcha agree, Pete?" Taiyang turns around, only to notice he had suddenly disappeared from the living room, leaving him utterly confused, "Pete?"

* * *

**Outside with Yang…**

She was hanging out with her sister and dog until they saw Peter running out of the house with his Extreme Gear. "Pete, where're you rushing off to?" Yang asks him.

"Sorry. Might be a little late to our island tour. Something urgent just came up in the city that requires pictures. I'll see you later!" Peter quickly hops on his board and flies to the sky, boosting past the sound barrier towards Vale.

The half-sisters stare at him leaving the island before looking at each other. They share a determined nod before rushing to the shed to pick up Bumblebee, hopping onto it as Yang activates its hoverbike mode and they too blast off through the skies to help Peter and the city.

* * *

**Later…at the City of Vale**

Spider-Man jumps off his board as it goes into autopilot mode and finds a safe place to hide until he needs it again. The hero lands on a rooftop and overlooks the tremendous damage that has already inflicted the city thanks to this new Rhino menace, causing him to quip, "Ohhh, this hurts already."

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Spidey Rhino Race**

Peter quickly swings through the wrecked city, hoping to find anyone that needs rescuing. He finds a man with a wounded leg while being surrounded by electricity caused by the broken power line. "Ow, my leg! Help! HELP! Please, I don't wanna die!" The man shouts for help.

"Hold on! Just gotta pick him up and move him to safety. Easy stuff." Spidey swings to the man and carefully picks him up, swinging him to the nearest paramedics close by. "Bingo!" He lands next to the car and hands the doctors the wounded man, "He needs medical attention! Take care of him!" He told them.

"No problem!" The doctor replies before Spidey swings around the city to find anyone else that needs saving.

While swinging, he spots a ruined appliance store being robbed by several thugs as they leave the owner trapped underneath a TV, "You're stealing from me! This is my store!"

"I need to get that TV off that poor guy. He's getting crushed!" Spidey zips through a large hole caused by the Rhino into the store, grabbing the TV as he starts lifting it off the man.

"Oh great. Now you're gonna steal my stuff!" The owner accused the webhead.

"Well actually, I _was _saving your life. I think the words you're looking for are 'thank you'." Peter quips, as he lifts the TV off the man and swings away to continue his pursuit of this rhinoceros villain, "I would _so _rather discuss my feelings with Yang than heading towards…whatever it is I'm heading towards." He jokes, while approaching the looters who stole from that appliance store.

"Hurry up before the cops and Huntsmen get here!" One of the robbers told his buddies.

"What? I don't count?" Spidey quips while landing in front of the thugs.

"It's Spider-Man!" Another thug shouts in shock.

"Aww, you _do_ know me! I feel all warm and fuzzy now!" Spidey dispatches a thug with a single kick, immediately punching a few more unconscious before finishing off the rest with powerful attacks. He webs them to the ground for the police to arrest later before continuing his search for the Rhino guy, while swinging through holes teared through buildings, "Whatever this thing is, it's smashing holes through entire _buildings_. I end up doing the math in my head, _and _my body doesn't like what it's hearing." He remarks worriedly.

Then, he comes across a Faunus woman stuck underneath a broken car inside a pit. "There's a woman stuck underneath that car!" Spidey zips into the pit to lift the car off her, then grabs to swing her to the nearest paramedics before her car exploded. "You're safe! Don't worry!" Spidey assures her.

"Thank you, Spider-Man!" The Faunus woman told him before he swung away, as his Spider-Sense is telling him he's closing in on the Rhino.

**BGM End**

'_There you are.' _Peter states, spotting his new nemesis confronting two police officers.

"FREEZE!" The officers point their guns at the frighteningly large, rhinoceros-themed experimental armor that's ready to pierce them with his horn. Instead, he smashes his horn through an incoming car, shattering its windows as it's hurled over the cops and explodes behind them.

Spidey lands right behind the R.H.I.N.O. as he shouts to get his attention, "Hey, you! Is that a Rhinoceros horn or are you just happy to see…?" He slowly shuts up to see the robotic Rhino standing up while turning around to confront the hero, completely looming over him in size as he looks 3 times taller than him. "I am so sacred I can't even finish my lame joke." He quipped.

The robotic Rhino simply slaps Spidey, sending him flying to painfully splat on a wall while making his escape. Not long after, Ruby and Yang descend next to the injured superhero via the hovering Bumblebee to check up on him. "Hiya Spidey! Long time no see! Are you okay?" Ruby asks, rather cheerily and casually while her hero falls flat on the ground before painfully standing on his feet.

"Don't worry…ack…Nothing's broken…except my spine…a few ribs…maybe everything else. Ow." Spidey weakly jokes, clenching onto his chest while approaching the girls, "Any reason the crazy half-sisters are doing here?"

"We were looking for our friend Peter while helping people that got caught in this attack caused by whatever that rhino thing was destroying the city. Can we help?" Yang asks the hero.

"Sure, why not? I'm sure you're great with animals." Spidey jokes before zipping into the air.

"We do own a dog." She quips, revving up her hoverbike as the sisters catch up with the webslinger.

**BGM-Ultimate Spider-Man (Game) OST-Spidey Rhino Race**

While chasing Rhino as he smashes through buildings and demolishing everything in his path, he smacks a car onto a building, leaving it hanging in flames while the driver is holding onto his dear life. "Oh no! He's about to fall!" Ruby points out from the bike.

"I can see that! I guess there's no such thing as a slow day when you're a big time superhero." Spidey swings towards the building to grab the hanging man and quickly swings him down to the paramedics, before catching up with the girls as they continue chasing Rhino together.

While Yang focuses on driving, Ruby takes out her gun to fire a few shots at the rampaging Rhino's back, but none of her shots even leave a mark on his thick armor. "His armor is too strong! My bullets aren't working!" Ruby remarked.

"And his armor is too thick for my Ionic Webbing to chew through." Spidey deduced. "How 'bout a guy dressed up as a teddy bear who gives hugs? How 'bout that, huh? Just ONCE, a huggy bear instead of a big _rhino_ or a-a scorpion!"

"Maybe he has a weakspot." Yang remarked.

"Since when do _you _think about weakspots? You only care about punching and getting angry before punching some more while your hair is on fire." Spidey quipped.

"A friend I care about told me to start fighting smarter, not harder. It might be the only way to beat this guy." Yang responds, unknowingly reminding Peter of that advice he told her earlier.

"But what can we use?" Ruby asks her sister, as the trio chase Rhino to a small construction site.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown**

Yang looks around the construction site as its helping her formulate an idea, "Hmmm. Wet cement. Big, crazy guy. Wrecking ball…" She then snaps her fingers with a brilliant idea coming to mind, "This gives me an idea! Ruby, come with me to the wrecking ball! Spidey, lead the Rhino to the wet cement!" She orders them.

"Okay. This I like." Spidey grins behind the mask before swinging towards Rhino while the sisters hop off the bike and head for the controls of the wrecking ball.

On the construction site, R.H.I.N.O. begins lifting up a large fire tank that's dangerous enough to destroy a city block. Spidey zips onto his back and starts pounding away on it to get his attention, "Knock knock! Who's there?! A big, dump Rhino who probably can't see what's below his waist!"

"**Get off me, web-for-brains!" **Rhino tries to fall on his back to squash the bug, only for him to jump off in time before he fell.

"Over here, rhino-dummy!" Spidey taunts him, while leaping onto the cement.

"**I'm gonna squash you!" **Rhino charges at him, and just as he's about to slam his fist down, Spidey jumps over his thrown fist as he accidently gets his hand stuck onto the cement. **"Hey! What did you do?!" **Rhino asks, struggling to break free.

"Nothing yet. You girls ready?" Spidey asks them.

Inside the machine, Yang has just finished setting things up for the demolition of Rhino while Ruby watches her. "Ready! Here goes nothing!" The young leader responded.

"Watch out, for I'm comin' in like a wrecking ball!" Yang quips, activating the machine to brutally slam the wrecking ball onto the ensnared Rhino's back, sending him flying out of the construction yard to crash onto several other fire tanks that explode and damage it's armor.

"_That _got to hurt!" Spidey quipped.

"You just got _wrecked_!" Yang punned, jumping out of the machine alongside her sister.

"Nice planning. I can see it's hole!" Spidey comments, spotting the damaged Rhino rampaging into a nearby car shop. "With that hole in its back, I bet we can _finally _shut this guy down!" He noticed.

"Finally, I can punch something!" Yang gleefully smashes her fists together in excitement.

"After him!" Ruby says, as the trio rush to battle the rampaging Rhino outside the car shop.

"**HUURRRRRRGGGH!" **Rhino furiously grabs several cars and throws them at the heroic teens, forcing them to dodge the thrown cars coming their way.

"Should we start punching him now?!" Yang asked.

"Not yet! Not until the sparks on its back disappear! Then we could bring down the hurt!" Spidey respond.

"**DIE!" **The Rhino cups its hands together and slams the ground, unleashing devastating shockwaves towards the heroes.

As the heroes dodge his telegraphed attacks, they notice his sparks disappearing from his back. "Now's my chance!" Spidey jumps onto his back and relentlessly punches his weakspot, slowly pinning him down on the ground.

"**I WILL DESTROY YOU!" **Having enough of the pounding, Rhino tries to squash Spidey the same way last time, and just like last time, the hero jumps away before he was squashed by his large back just as the sparks returned.

"This is gonna take a while." Spidey remarked.

"Let me get his attention! I got an idea!" Ruby sprint towards Rhino while he's busy trying to smash Yang into kingdom come. The scarlet student morphs her scythe into a gun and fires repeatedly at him until she got his attention.

"**Run along, little girl! You can't break through my armor! Big bad Rhino's gonna make you cry for your mama as I smash you into pieces!" **Rhino charges horn-first towards Ruby, who uses her Semblance to dash away and trick him to get his horn stuck in a wall, causing the sparks to disappear from its weakspot.

"You may be big, but I'm faster!" Ruby smirks, remembering the advice Peter gave her earlier as well.

"Here, lemme massage your back! On the house!" Yang jokes, leaping onto his back to ruthlessly pummel onto his weakspot, finishing off her assault with a double shot from her gauntlets to recoil herself off his back just as he frees himself from the wall.

"Let's try finishing him off with this next one!" Spidey told the girls.

"You got it!" Yang responds, while dodging another furious charge from the rampaging armor.

Rhino stops in the middle of the yard to furiously slam the ground, unleashing another devastating shockwave that manage to knock the heroes off their feet. Spidey groans while shaking his head, spotting Rhino about to squash the dazed Yang with his giant foot. "Watch out!" He yanks her away with his webbing before she was squashed, "You okay?" He sincerely asks, showing concern for her being.

"I'm okay." Yang replies with a grin as she stands up.

"**NO ONE CAN BEAT THE RHINO!" **He proclaims, just as his weakspot becomes vulnerable again, allowing Ruby to slash it relentlessly with her scythe just as Spidey blinds his face with webbing.

"Heard it all before! You Rhinos are all the same! Strong, but _hilariously _dumb. Now stay there and be a _good_ robot rhinoceros and allow my friend to smash you to pieces, okay?" Spidey quips, gesturing Yang to activate her Semblance as she rushes towards Rhino to finish him off.

"You know what they say! The bigger they are, the harder I SMASH!" Yang leaps towards his weakspot and throws an incredibly powerful punch that critically weakens his armor.

**BGM End**

With his armor severely damaged from the battle, Rhino looms over the small heroes and screams furiously from his defeat, **"RRAAAAAAAAGH!" **as the experimental suit shorts out and falls on its back.

As smoke emits from the disabled armor, Ruby notices something written underneath Rhino's left foot, "Look at this. There's something written on his foot." She points her friends to a simple message colored in green that reads, "MISSING YOU!" with a smiley face next to it.

"'Missing you'? What does that mean?" Yang questioned.

"I…have no idea." Spidey remarks, but has a strange sick feeling in his stomach that he might know the person responsible for creating R.H.I.N.O. and sent him to trash the city to send that message to a certain someone.

Before questioning this secret message further, the heroic trio notice the suit opening up to reveal bald male thug that was piloting the armor the entire time. "Oh _man_. I'm gonna be killed for this. You three are pretty strong for scrawny little kids." The bald criminal, Alex O'Hirn, rubs his embarrassed head while being glared by the heroes.

* * *

**Short while later…**

The police arrest the webbed O'Hirn as they make preparations to transport the R.H.I.N.O. Armor to Atlas so they could study for its origins. Ruby and Yang watches them load the armor into a truck before turning around when they notice Peter running towards them. "Peter!" Ruby gasps in happiness that he's okay.

"Any reason why you two left Patch to help Spidey fight a giant Rhino robot?" Peter asks the sisters.

"I-WE were just worried about you. Glad you're safe." Yang replies smiling.

"Likewise. So, you girls still gonna show me around Patch? We still have time." Peter asked.

"Fighting a giant Rhino robot was a lot more exhausting than we thought. I just wanna go home. Though I'm sure Dad won't be too happy about us rushing off to fight a rampaging rhino destroying the city." Ruby remarks as they start walking along the streets.

"Not if we buy him some pizza. Everyone likes a good pizza." Peter quipped.

"I could definitely go for some pizza. You're paying right?" Yang asks him.

"Sure…if there's any money in my bank account." Peter jokingly mutters as the trio of friends make their way back to Patch.

* * *

**The next morning at Patch…**

**BGM-Marvel's Spider-Man (PS4) OST-Behind the Mask**

Weekend is over, meaning it's time for the trio to gather their belongings before returning to Beacon Academy. "You got everything?" Yang asks her little sister, as the girls are packing their bags in their room.

"Almost." Ruby replied.

"Take your time. I'm gonna go check on Pete." Yang replies, walking out of the room to knock on Peter's door.

Seconds later, Peter opens the door for her with a smile, "Hey."

"Hey. Ready to head back to Beacon?" Yang asks him.

"Yeah. Everything's all packed and ready to go." Peter shyly points to his backpack and hoverboard. He looks back at Yang as they stare at each other in silence for a small moment, while he builds up the courage to speak in a sincere tone to her, "This was a great idea. Inviting me to spend time with your family. This was amazing. _You're _amazing. Thanks." He smiles at her.

"I didn't want you to feel alone anymore." Yang replies, sincerely as well. "You lost your parents. Your uncle. You're still searching for your aunt, just like how I'm still searching for my mother. Despite everything you're going through, you still go out of your way to help me, help Ruby. You help all of our friends before you think about yourself. You're more than a friend to me. You're an _inspiration_. And I just, well…" She approaches him face-to-face, staring at his eyes, "Want to be with you." She says, before they both close their eyes as they passionately share a long kiss.

**BGM End**

But their cute little moment was awkwardly interrupted by Ruby opening the door, "Alright, I'm ready…" She stops herself when she notices them kissing.

Things got even more awkward when her father and Zwei came up the stairs to check on the kids, only to accidently catching her elder daughter kissing Peter. "…When did this happen-?" Taiyang asked with a confused face.

"Nothing's happening." Yang denied, cutting off her father.

"_Whoa_, hold on. Something's _kind of _happening." Peter quips to make this situation less awkward.

"Well, if that's the case, someone distract me with pizza again." Taiyang remarked.

"Yeah, I dunno what you're doing grabbing me and kissing me like that. I was a little surprised myself. We need to get back to Beacon. I'll see you later, Mr. Xiao Long. C'mon, Rubes. Really, Yang." Peter casually feigns innocence as he walks away with Ruby, much to Yang's smiling disbelief since she could tell he would've made the first move if she didn't.

"Peter!" Taiyang calls him.

"Yeah?"

"You're an animal!"

"Close enough!"

* * *

**Meanwhile in Goblin's Hellcarrier…**

**BGM-Sonic Adventure OST-The Past**

Yang's estranged mother and ally of the Goblin King, Raven Branwen walks through the halls of the monster's flying fortress, seemingly looking for something. The masked bandit walks past his army of goblin soliders until she came across an empty hallway that leads to the storage room containing Goblin's stash of ISO-8. She carefully looks around her surroundings to make sure no one is watching her before walking towards the storage room. But midway through the hallway, a mysterious purple fog appears out of nowhere and captures her, much to her surprise as she's suddenly teleported to an empty pocket dimension.

Raven immediately unsheathes her blade, intently searching for the monster that brought her into this strange dimension. "Put that away, child. You are safe here." A kind, elderly voice tells her.

Raven turns to find Madame Web sitting casually on her life-support chair nearby as she asks her a very important question, "Who are you?"

"My name is Madame Web. Come have a seat like a good _maiden_. We have _much _to discuss." Madame Web replies with an ominous smile, as she seems to know something about Raven and has some big plans for her that could decide the fate of the future.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: If you couldn't piece it together, it was Goblin who sent R.H.I.N.O. to attack Vale as his way of saying "hello" to Spider-Man. Peter looks to be starting a new relationship with Yang, but let's see how long that'll last as Volume 2 starts heating up.**

**Guest (Chapter 28): Marvel, Sonic, RWBY, and some Capcom characters will show up in Volume 3 like last time. No Kid Icarus or Fire Emblem since that would break continuity.**

**Next time: The fated reunion!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	33. Vol 2 Issue 4: The Fated Reunion

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Couldn't resist, but I've entered a relationship with Yang, right after we stopped a Rhino robot from trashing the city. We noticed there was a strange message painted on his foot written "Missing you". Do I know what that means? Do I WANT to know what that means? All of a sudden, I'm feeling sick to my stomach. The Goblin King…It can't possibly be…?**

**BGM End**

* * *

_Vol 2 Issue 4: The Fated Reunion_

**City of Vale**

A ship flies through the skies over Vale while the owner of the Dust shop, "From Dust Till Dawn", is hanging a sign declaring it's re-opening following the recent robbery months ago. As he climbs down from his ladder, he stumbles and falls next to a young, green-haired woman named Emerald Sustrai.

She giggles, "'Scuse me, sorry. I'm not really from around here." Emerald helps him to his feet, "Would you mind pointing me in the direction of this shop?" She shows him a piece of paper with writing on it and the shopkeep looks it over.

"Hmm? Mm-hmm." The Shopkeep points her in the right direction, as she walks away while they both wave goodbye.

Emerald passes by her partner Mercury Black, who's leaning at a corner with his arms crossed, "I knew you were lost." He snarks at her.

"Mercury, I will seriously pay you to shut up." Emerald shows him a wallet with Lien and waves it in his face.

"That's not your money." He remarks to the thief.

"But it can be _yours _for 5 minutes of silence." Emerald grins.

Mercury thinks about it for a moment, "Mmmm…no deal." He quips, angering his thieving partner.

"_Fine_." Emerald takes the Lien and tosses the wallet, turning to walk away from him.

"_Whatever_. You want me." Mercury jokes, as the mystery duo walk through the city searching for a certain place while passing by a café where people sit chatting. "So, how much farther?" He asks impatiently.

"A few blocks." Emerald answered.

"Ugh…this place is so dull. Where are those supervillains that spider-guy keeps fighting? They usually liven things up." Mercury groans, finding the city boring without a villain threatening it.

Emerald remarks, "Eh, I kinda like it how it is. Tall buildings, diverse culture…"

"And nice dopey people who are easy to pickpocket." Mercury quips, causing her to stop.

"That's _every _city." She remarked.

"Ooh, Emerald! Master thief! Please don't take my money! I barely have enough to get by!" Mercury mockingly acts as one of Emerald's victims, causing her to glare at him, groaning angrily before walking away from him, "Ugh…you're no fun today."

Mercury follows behind her, as they enter a shop full of books. The shop owner can be heard humming a tune. Mercury stops near the door to look at books while Emerald approaches the counter and rings a service bell. "Be right there!" The owner shouts from the back.

Emerald looks back at Mercury, as the shop owner is seen through a set of double doors carrying stacks of books as he walks backwards and out toward the counter, "Welcome to 'Tukson's Book Trade', home to every book under the sun." Het sets the stacks down while asking, "How may I…" As he turns around, he gasps and hesitates upon recognizing the two of them. Mercury is now holding a book as the owner keeps his cool and asks them, "How may I help you?"

"Just browsing." Mercury responds, staring at Tukson while shutting his book.

"Actually, I was wondering, do you have any copies of 'The Thief and The Butcher'?" Emerald asks the shop owner.

"Yes we do." He answered.

"That's great." She responds excitedly.

"Would you…like a copy?" Tukson asks, feeling a little uncomfortable.

"No, just wondering." Emerald replies, while her partner closes another book. "Oh, oh! What about 'Violet's Garden'? In paperback?"

"He's got it. Hardback too." Mercury answers, holding the book.

"Ooh, options are nice." Emerald remarks with a smile.

"Eh, no pictures." Mercury closes the book. "Hey! Do you have any comics?" He asks the owner.

"Near the front." Tukson answered.

"Oh, no, wait! What…about…'Third Crusade'?" Emerald asked him with a suspicious grin while glaring at him.

**BGM-RWBY OST-Best Day Ever**

Tukson hesitates, visibly unnerved while the suspicious duo is eyeing him carefully, "Um…I…don't believe we carry that one."

Suddenly, Mercury slams another book shut, "Oh."

"What was this place called again?" Emerald asks the shop owner.

"Tukson's Book Trade." Tukson answered.

"And you're Tukson?" Emerald questions him.

"That's right."

"So then I take it that you're the one that came up with the catchphrase?"

"Yes."

"And, what was it again?" Mercury enters the interrogation.

"'Tukson's Book Trade, home to every book under the sun'." Tukson quotes his own catchphrase.

"_Except _the Third Crusade." Mercury remarked.

"It's just a catchphrase." Tukson protested.

"It's false advertising!" Mercury retorted.

"You shouldn't make a promise you can't keep, Tukson." Emerald glares menacingly at him, while her partner activates a switch near the entrance causing a front window to darken as she continues talking, "I hear that you're planning on leaving. Moving all the way to Vacuo." She says, as Mercury activates another switch and the window in the front door darkens, "Your brothers in the White Fang won't be happy to hear that." She says, while Mercury activates the final switch, darkening the last window as he smiles creepily at Tukson, "And neither are we…You know who we are, don't you?" She asks him.

"Yes." He responded.

"And you know why we're here?"

"Yes."

"So…are you going to fight back?"

"YES!" Tukson produces claws from his fingers, leaping atop his counter in a threatening manner, "Yaargh!" Mercury and Emerald back up slightly and he leaps at Emerald and slashes at her, but she dodges. He looks forward and is surprised at Mercury as he raises one leg for a kick with his shotgun-greaves.

The murderous duo exits the book shop after killing its owner, as Emerald stretches her arms overhead and Mercury is carrying a comic. She asks him, "What's with that?"

Mercury responds, "I like the pictures."

* * *

**Meanwhile at Beacon Academy…**

Team RWBY and Team JNPR are sitting together in the school's cafeteria eating lunch without Peter, because of his hidden responsibilities. Blake looks over some sketches and notes on her book, which includes the White Fang insignia, a picture of a hornheaded masked swordsman, his rose, and a few sketches of Spider-Man as well. She smiles at the Spidey sketches because of her crush on the webhead, but was interrupted when Yang slides up next to her.

"Whatcha doing?" She asks the cat faunus.

"Nothing." Blake closes her book. "Just going over notes from last semester." She claims while Yang catches a grape in her mouth.

"Lame." Yang quipped.

Nora giggles as she continues to toss grapes at yang with her spoon. Yang catches the fruit with ease, giving Nora the thumbs up. Ruby, giving an enormous heave, slams a binder onto the table, catching everyone off guard. On the cover of the binder is written "Vytal Festival Activities, Property of Weiss Schnee". This has been hastily crossed out with a red marker pen, and with the same pen, a new title, "Best Day Ever Activities", has been written underneath.

The scarlet leader clears her throat, gesturing to everyone at the table, "Sisters…friends…Weiss."

"Hey!"

"Four score and seven minutes ago, I had a dream." Ruby said.

"This ought to be good." Yang remarks, catching another berry in her mouth.

"A dream that one day, the five of us will come together, as a _team_, and have the most fun anyone has ever had... _ever_!" Ruby says with excited glee.

"Did you steal my binder?" Weiss accused, glaring at her partner.

"I am not a crook." Ruby claims, making peace signs with both hands.

"What are you talking about?" Blake questions her leader.

"I'm talking about kicking off the semester with a bang!" Ruby points her finger at the faunus.

"I always kick my semesters off with a _Yang_! Eh? Guys? Am I right?" Yang punned, which none of her friends found funny at all. "I'm sure Pete would've laughed." She claims.

"I'm sure your _boyfriend _would've groan." Ruby teases her sister, who has recently started a romantic relationship with Peter.

"You two are dating?" Blake asks her partner, feeling disheartened since she also has romantic feelings for the outworldly hero.

"Not yet. We're just _yanging _it for now. Eh? Eh?" Yang quips, as an apple hits her in the face for that bad pun causing her to glare at Nora.

"Booooooooooooooo!" Nora hollered.

"Look guys, it's been a good two weeks and between more exchange students arriving and the tournament at the end of the year, our second semester is going to be great! But, classes start back up tomorrow! Which is why I've taken the time to schedule a series of wonderful events for us today." Ruby told her teammates.

"I don't know whether to be proud or scared of what you have in store." Weiss remarks with a worried expression.

Still glaring, Yang picks up an apple and tosses it across the room, accidently hitting a boy that shouts "Hey!" while Nora giggles.

"I don't know. I think I might sit this one out. Besides, Peter isn't here." Blake said, not exactly in the mood to hang out with her friends today.

"Then let's go find that little rascal!" Weiss retorted. "He's been disappearing and reappearing since the first semester doing who-knows-what solo and it's starting to get annoying! Sit out or not, I think that however we spend this last day, we should do it as a team!" She expressed.

"_I_ got it!" Nora shouts positively while planning something devious towards Yang.

"I for one think that…" Weiss is suddenly interrupted by Nora accidently throwing a pie at her face. The hyperactive girl sits down and casually points at Ren who has his head in his palm. Pyrrha's hand is over her mouth and Jaune simply sits staring wide-eyed while covering his ear with his palm.

**BGM End**

* * *

**Back in Vale…**

**BGM-Spider-Man 2 (Game) OST-Ballad in the City**

Spider-Man runs along the wall of a tall building, leaping to bounce off buildings to enjoy himself as he zips atop an edge of a rooftop to gaze over the city. He whistles, "Great! I'm feelin' good! I'm in a new relationship with Yang and the city is already healed from Rhino's rampage. Maybe my luck's finally changing."

Suddenly, he looks down to see several police cars frantically driving down the streets to an unknown destination. He jumps down to the sidewalk and quips, "I was waiting for the universe to prove me wrong. What's going on?" He asked, launching a webline to swing on as he follows the police cars to a crime scene.

**BGM End**

**BGM-Sonic Adventure OST-Strain**

The police have pursued this newest supervillain to the architecture district as it's rampaging through the area and stealing money. It appears to be a mutated monkey Faunus looking very Hulk-like in physique, sporting greenish-grey skin and wearing nothing but ripped brown pants. The monster monkey jumps off a building as it stomps on a truck as the police rush out of their cars and point their weapons at the mutant. "You are surrounded. Calmly surrender!" The police demanded.

"The Simian does NOT surrender! He KILLS!" The Simian Sentry jumps off the truck confronting the police with a menacing growl.

"Never mind. Fire!" The police unload all of their bullets at the roaring mutant, but the creature's durability is insane as he withstands their bullets and watches them bounce off him harmlessly. The only thing the police accomplished was making the creature angry, and they know they are toast if he's angry, "Wh-What is that thing…?! R-Retreat! Retreeeeeeat!" A cop shouts, as the police army flees the scene.

"Ummm…" Spidey swings into the scene, clinging onto a wall above the mutated monkey, "I don't suppose you're a _nice_ crazed monkey? You know, like from some zoo crew or something? Maybe a guy in a suit?" He quips to the criminal.

"The Simian will stomp you, like a bug!" He lunges with a powerful punch that craters the wall as the webhead easily jumps over his attack.

"Um, technically I'm an arachnid, so you know, crush me like an arachnid." Spidey quips, clinging onto another wall above the mutant.

The Simian makes monkey noises as he retorts, "Coward! Stop jumping around and FIGHT ME!" He craters the other wall just as Spidey jumps over him again.

"Well, that's sweet, but I think maybe you should be battling Zoo Keeper Man or something. You know, the guy with the big net? But if you want to fight me, you got it!" Spidey lands behind the new menace, ready to pummel him into submission.

**BGM End**

**BGM-Spider-Man: Battle for New York (DS) OST-Boss Theme 2 (Spider-Man)**

Spider-Man quickly punches the monkey's face before leaping backwards to smash him into a building with a blitzing web strike. "Eww! Someone needs a wash!" He quips, mocking his smell.

"Will peel you, like banana!" Simian grabs some of the large debris inside the shop and furiously hurls it at Spidey.

"You wouldn't happen to be Sun's unwanted brother, are you?" Spidey dodges his projectiles before he was brutally smashed onto a police car. The monkey menace tries punching him again, only for the webhead to jump away. "Don't have any bananas. A web salad might be a suitable appetizer." He quips, webbing the beast long enough to get smacked around by his strong web hammer.

"Ooh ooh!" The monkey sentry makes monkey noises as it tears a nearby police car in half and uses it as improvised boxing gloves, "RRAAAAAAH! The Simian will smash you!"

"You're not _green_ enough to coin that catchphrase." Spidey quips, dodging his furious knuckledusters until he finds an opening for a powerful web strike to the chest, then bounces off into the air. The crazed monkey throws his boxing gloves at him one at a time, in which Spidey bounces off one and throws down the other with his webbing, "Monkey say, Spidey do!" He jokes while smashing the monster with the piece of the car.

Seeing the sentry dazed and weakened, Spidey decides to finish him off with a hyper combo. "Ultimate! Web-!" He fires a giant triangular web that ensnares the monkey, "Gotcha!" swinging him around in overhead circles several times before, "THROW!" slamming him into the ground, forming a sizable crater in the process.

**BGM End**

**BGM-Mega Man X8 OST-VS Sigma Demo**

Just as Spidey lands at the edge of the crater, he notices something strange happening to the Simian Sentry. His body is slowly turning back to normal, regressing back to a normal, monkey Faunus criminal lying in the crater unconscious while only wearing his ripped pants. "What the-? He's…He's a normal guy? Oh come on, does _anybody _not have superpowers these days? Jeeesh…" Spidey quipped.

Police sirens can be heard from a mile away, rushing to the crime scene as the battle is now over. "The police? Great. That's my cue to swing on out of here…" Spidey swings away before the police arrive and would potentially arrest him.

A short while later, the webslinger hides on a rooftop while watching the police take the non-powered simian into custody and investigating the crime scene. "First a guy in the robot rhino suit, and now a mutated monkey man? This city really is becoming a zoo, and I have no idea why? Or do I?" Spidey contemplates today's fight, until his Spider-Sense suddenly tingles to some fireballs he quickly jumps away. "Fireballs?! Where did those-?!" He again senses fireballs that are hurled at his back, blasting him onto another rooftop.

As Spidey slowly stands through the pain, he hears a very familiar and very daunting voice that frighteningly surprises ever bone in his body, greeting him by saying, _**"Peter Parker! How the HELL are you?"**_

"That voice…!" Spidey flips onto his feet as he shockingly finds himself confronted by the purple-cloaked Green Goblin looming over him.

"_**Long time no see, Spider-Man."**_ Goblin greets his arch-enemy with a sadistic grin.

"No…It _can't_ be…Norman Osborn?" Spidey stares at him in disbelief, as he didn't want to believe his arch-nemesis has also been in this dimension for months like him.

"_**You remember me. I'm flattered you haven't forgotten about the one man who has tormented your life into a living hell. How have you been liking Remnant so far after our little dimensional accident with your watch? Quite the inferior world compared to Earth, don't you agree?" **_Goblin asked.

"I didn't want to believe it, but you HAVE been hiding in this dimension." Spidey remarks, still in shock.

"_**Hiding?" **_Goblin sinisterly chuckles, _**"I suppose I HAVE been keeping myself occupied these past few months creating elemental monsters of destruction, plaguing an entire kingdom with a virus, building a rhino suit to say hello, and getting your attention with my monkey pet. JUST so we can finally have our fated chat." **_He jokingly tells his nemesis everything he's been working on lately.

"Osborn…Not _only _you're the Goblin King I've been hearing about, but you're ALSO the Professor working with the White Fang?!" Spidey remarks, learning the truth from Osborn.

Goblin cackles, _**"Finally piecing the puzzle? You've always been an ignorant learner. Do they not teach you anything at Beacon?"**_

"What?!" Spidey reacts in surprise that his nemesis is also aware he attends Beacon Academy. He snarls angrily at him, "Goblin! What's your scheme this time?"

"_**Scheme? This is providence! I'm merely ushering evolution along its natural path." **_Goblin laughs.

"Evolution?" Spidey questioned.

"_**It begins now, Spider-Man. A new world will be born! When I'm done harnessing the ISO-8, I'm finally going to SHUT your mouth for good!" **_Goblin scowls, clenching tightly on his angry fist.

"Don't know what you're talking about, but it sounds like an evil scheme that needs a stoppin'." Spidey quipped.

"_**Playtime is OVER, webhead! The Goblin Nation will make sure of it!" **_Goblin laughs ominously as he spots his glider flying pass him, jumping onto it to flee the scene, but not before throwing a few fireballs that blast Peter off the rooftop and crash into an alleyway trash can.

Spidey groans weakly as he gets up from the trash can, "Goblin Nation…I can't _believe_ this is happening. Osborn has been in this dimension for MONTHS, and only NOW I'm finding out he's here planning something big. And if really does have ISO-8, then nothing can stop him from taking over BOTH universes! My friends. This entire world. I've put them all in grave danger. This is all my fault…" He blames himself, feeling utterly responsible that Goblin is here and has the power to take over their universes.

**BGM End**

* * *

**Meanwhile, outside Beacon's Cafeteria…**

"Man, that's harsh," said Neptune Vasilias, the calm blue-haired member of Team SSSN, as he walks together with Sun learning about his fight against the Elementals a few weeks ago.

"I know, we were fighting side by side fighting those elemental monster things. She was super fast and I threw a banana at the guy, which sounds gross, but it was awesome." Sun said.

"Nice!" Neptune smiled.

"Right? And the best part is, she's a Faunus." Sun accidently reveals to his friend, "But that's a secret, okay?" He told his pal.

"Got it."

"And not a, 'I'm gonna go tell Scarlet the second Sun turns his back secret', I'm talking _secret_ secret." Sun leans in close in order to stress the importance of this secret.

"Whoa, chill out, man, okay? I got it." Neptune then whispers another, "I got it!"

"You better." Sun replies, unknowingly walking pass food splattering on the windows inside the cafeteria as students run around. At one point, even Jaune is the one splattered into the window. "I just don't want to screw this up, you know? The people here are the _coolest_! No offense to you guys." Sun says, oblivious to what's happening inside the dining hall.

"None taken." Neptune replied.

"They're just in here. I'm _really_ excited for you to meet them. So be cool, okay? You're gonna be cool, right?" Sun said.

"Dude." Neptune poses coolly, smiling while his teeth gleam with coolness.

"Good point." Sun responded.

**BGM-RWBY OST-Best Day Ever**

The two friends enter the cafeteria just in time as students are heard screaming, "FOOD FIGHT!" Many students are shown stampeding out the door past Sun and Neptune, the latter of whom is looking quite worried.

"Ahahahaha!" Nora maniacally laughs, while Team JNPR are shown to be standing atop a tower of tables stacked in a ramshackle manner. "I'm queen of the castle! I'm queen of the castle!" Nora proclaims while singing.

From across the cafeteria, Ruby stomps her foot on a table and points dramatically at her rival team, "Justice will be swift! Justice will be painful!" She says, crushing a carton of milk in her hand, "It will be _delicious_!"

"Yeah!" The other girls of Team RWBY shouts while raising their fists simultaneously.

"Off with their heads!" Nora yells, declaring war as Team JNPR grabs a ridiculous number of watermelons and throws them at Team RWBY.

"Yang! Turkey!" Ruby orders, as Yang then picks up two turkeys from the ground and uses them like gloves to punch through the barrage of watermelons thrown off a table by Nora; upon completion, Blake then leaps in front of Yang and picks up two baguettes. Yang then throws her turkeys at Pyrrha, who dodges out of the way and grabs a single baguette, leaving Jaune to take the blows.

Pyrrha and Blake duel in a one-on-one fight. Despite Blake's attempt to disorient Pyrrha with her shadows, Pyrrha knocks her back and throws three more baguettes to Yang, with the last knocking her down as well.

Ruby uses a food tray to slide towards Pyrrha across the table and hits a baguette back at her with the same tray; Pyrrha manages to dodge the shot, but is unable to stop Ruby from knocking her backwards with the same food tray. Ren and Nora then charge at Ruby, but Weiss intercepts them and uses ketchup to cause Ren to slip and crash with a group tables which are launched because of the impact.

Nora jumps through these tables to grab a metal flag pole and attach a watermelon to it. She attacks Weiss but hits Ruby instead, who manages to stand between them to protect her partner from the assault; however, the force of this impact knocks her down. Weiss grabs a swordfish and engages Nora in a one-on-one, but ends up being defeated after Nora throws her against a pillar, knocking her down, and causing the pillar to break. Before the pieces crush Weiss, Ruby jumps in and saves her partner. "Weiss, Weiss! Don't leave me! NOOOOO!" Ruby shouts dramatically, cradling over her partner's apparent demise as the pillar collapses around them.

Yang grabs two more turkeys and duels Ren, who wields a pair of leeks. Ren is overwhelmed by Yang's reflexes and takes a lot of hits before being sent a few meters into the air by an uppercut. He recovers from the strikes and throws his leeks at Yang, but she manages to dodge them and proceeds to finish Ren by jumping high enough to punch him toward the floor, knocking him out. Nora intervenes immediately afterwards and sends Yang flying through the roof with her hammer but destroys the weapon in the process.

Blake gets back up to dodge the debris of the roof and grabs a link of sausages. She whips it at a disarmed Nora, throwing her against two soda machines. These leak some soda cans that Nora throws at Blake, who manages to dodge them all. Pyrrha then uses her Semblance of polarity on the puddle of soda, causing all the soda cans on it to rise after Blake, barraging her with soda.

Ruby, the last remaining member of RWBY, then uses her Semblance of speed to dash through the food court, causing everything to follow her through the tailwind caused by her overwhelming speed. She spins like a torpedo, creating a hurricane of food that come backs at JNPR, knocking all four members out.

"I love these guys." Sun says casually, though Neptune is less than pleased since their food fight got him drenched.

The doors behind them open and Glynda storms in angrily, using her telekinesis to re-organize the room. "Children, please." She says as she adjusts her glasses, "Do not play with your food!" She reprimands the students.

Nora burps aloud as both Team JNPR and Team RWBY try and fail to compose themselves. A screaming Yang then crashes from the ceiling into one of the tables. Glynda grumbles. Ozpin approaches and places a hand on her shoulder.

"Let it go." He told her.

Glynda sighs, "They're supposed to be the defenders of the world."

"And they will be, but right now they're still children." Ozpin says, while Team RWBY laugh together, "So why not let them play the part? After all, it isn't a role they'll have forever."

"And what of Mr. Parker?" Glynda asks, noticing the boy is nowhere to be seen.

"I'm afraid he has _long _lost the role to live a normal life." Ozpin says while walking away.

"I see…" Glynda frowns, feeling sorry for her outworldly student as she follows the headmaster.

* * *

**At Torchwick's Warehouse…**

In an old warehouse, the White Fang are moving crates as Emerald and Mercury enter to meet with Torchwick, who was busy looking at a map of Vale until he notices them. "Oh, look! She sent the kids again! This is turning out just like the divorce!" Roman approaches the two from behind and wraps his arms around them in a group hug.

Emerald obviously shivers in disgust, "Spare us the thought of you procreating." She says, as she and Mercury pull away from his grasp.

"_That _was a joke. And _this_…_just _might tell me where you two have been all day." Roman takes out a piece of paper he secretly stole from Emerald during the hug.

"What?! Agh…" Emerald growls at him.

"I'm a professional, sweetheart. Pay attention, maybe you'll learn something." Torchwick holds up the paper asking, "Why do you have this address?"

"Wouldn't you like to know?" Emerald refuses to answer him.

"Yeah, I would. Now where have you been all day?" He asks them.

"Cleaning up your problems. _One _of them, at least." Mercury responded.

"I had that under control." Torchwick claimed.

"Two packed bags and a ticket out of Vale said otherwise." Mercury quipped.

Annoyed, Torchwick threatens him saying, "Listen, you little punk. If it were up to me, then I would take you and your little street rat friend here and..."

"Do _what_, Roman?"

Intimidatingly, Cinder appears on a platform above them alongside Norman Osborn. They step onto an automated lift, riding it down to their level. "I'd, uh…_not _kill them?" Roman laughs nervously.

"Cinder!" Emerald said excitedly to see her boss.

"Hey, old man." Mercury mockingly greets the outworldly criminal.

"Don't make _me _kill you, child." Osborn threatens the assassin with a menacingly glare.

"I thought I made it clear that you would eliminate the would-be runaway." Cinder said, as she and Osborn approaches the crime boss.

"I was _going to_…" Torchwick claims until Emerald interrupts.

"_He _was going to escape to Vacuo! Mercury and _I_ decided to take it upon ourselves to kill the rat." She stated.

"I think he was some sort of cat, actually." Mercury quipped.

"What? Like a puma?"

"Yeah, there ya go."

"Quiet." Cinder calmly shuts up her associate with a glare. "Did I not _specifically _instruct you two to keep your hands clean while in Vale? Under _no_ circumstances should we draw Spider-Man's attention during this delicate phase of our plan." She says, while Roman points a finger at the pair while laughing in agreement.

Emerald shamefully rubs her head, "I just thought…"

"Don't think…obey." Cinder orders them, while Torchwick uses his fingers to mime having a slit throat.

"Yes ma'am. It won't happen again." Emerald apologizes to her master.

"And _you_." Cinder turns to the chuckling crime boss, "Why wasn't this job done sooner?"

As Torchwick speaks, he points to his right, then to his left, then behind him, "Uh…? Eh…? Eh…? EHHHHH! _Sorry _if I've been busy stealing _every _speck of Dust in the kingdom!" He snarkly answered.

"You're an _inspiration _to every punk with a gun and a ski mask." Mercury quips, while his emerald partner laughs at the remark.

"Look around, kid. I've got this town running scared! Police camping out at every corner, Dust prices through the roof, _and_ we're sitting pretty on an old warehouse with more Dust crystals, vials, and _rounds_ than we know what to do with!" Torchwick retorted.

"_Scared_, Roman? Stop lying to yourself." Osborn calmly mocks him. "Thanks to Spider-Man, the city is seeing you and the White Fang as a joke. And we wouldn't have this much Dust if it wasn't for _my _ideas how to steal them under the Spider's radar." He said, making the crime boss furious.

"Well, if _your _Elementals actually destroyed the Bug, _we_ wouldn't have to push ourselves like this! Not to mention there's that 'Goblin' person who stole your _precious _formula and is already using it on half of my men! I already saw one of his monkeys trashing downtown!" Torchwick angrily retorts at the calm scientist.

Cinder remarks, "Enough, Roman. We'll deal with the Goblin when he shows his face. By the way, Osborn…" She turns to him, "How are the production of the Spider-Slayers coming along?" She asks him.

"Smoothly. Pretty soon, you'll have yourself an unstoppable army of hyper-advanced robots that'll crush the wallcrawler and the Goblin, and eliminate anyone else who gets in your way." Osborn answered.

"Good. I do not want to see anymore _failures_ like the Elementals." Cinder reminds him.

"I don't _repeat _failures." Osborn glares at the fall maiden.

"Speaking of which, _if _you guys wouldn't mind filling me _in _on your grand master plan, it _might _actually make my next string of robberies go a little _smoother_!" Torchwick emphasizes the last word by clenching his fist.

"Oh, Roman. Have a little faith." Cinder approaches him as she places her hand on his face. "You'll know what you need when you need to know it." The crime boss seems entranced, but then looks away with a grunt as she talks, "Besides, we're done with Dust." She begins to walk away.

"_O-okay_, then what now?" Torchwick asked.

"We're moving. Have the White Fang clear out this building. I'll send you details and coordinates tonight." She orders him.

"Coordinates?" Torchwick questioned.

Cinder looks back at him stating, "We're proceeding to phase two." before walking away with Mercury and Emerald. Osborn watches her leave with his arms crossed, while Roman attempts to light a cigar, but realizes Emerald has stolen his lighter. She turns back to face him and sticks her tongue out defiantly.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: It took an entire arc, but Spider-Man and Goblin have finally confronted each other, and then there's absolutely no way Peter is gonna allow his friends to join his one-man war against the Goblin Nation. The Evolution Arc is only getting started.**

**Next time: Unexpected allies against the Goblin Nation!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	34. Vol 2 Issue 5: Allies & Enemies

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Damn it! After all these months, I finally found out Green Goblin has also been stranded in this dimension after the accident! He's been behind everything! Harnessing ISO-8 and establishing his own criminal gang called the Goblin Nation. This is all my fault. I should've realized he was here. Pull it together, Parker. You're the only person who can stop him from taking over this entire dimension.**

**BGM End**

* * *

_Vol 1 Issue 5: Allies & Enemies_

**Beacon Academy**

**BGM-RWBY OST-** **Welcome to Beacon**

A large an unnerving ship descends upon a landing pad at the school while two Bullheads fly by above swarms of people on the paths around Beacon. At the top of Beacon Tower hiding behind the clouds, Professors Ozpin and Glynda are watching all of this happening through the window in Ozpin's office.

"Ironwood certainly loves bringing his work wherever he travels." Glynda crossed her arms, clearly annoyed with all these ships at her school.

"Well, running an academy and a military makes him a busy man." Ozpin remarks while three more Bullheads fly in, "But yes, those are a bit of an eyesore." He then hears a chirping beep sounding repeatedly from a holo-message on his desk requesting access into his office, which he permits, "Come in."

General James Ironwood walks out of the elevator as he approaches his old friend. "Ozpin!" He greeted cordially.

"Hello, General." Ozpin responds formally, standing at attention of his old friend.

"Please, drop the formalities. It's been too long." Ironwood remarks, as the old friends shake hands as Glynda also approaches them, "And Glynda! It has certainly been too long since we last met."

"Oh, James!" She gives a personable wave and then immediately drops all pleasantries, "I'll be outside." She says, walking out of the office.

"Well, she hasn't changed a bit." Ironwood quipped.

"So, what in the world has brought you all the way down from Atlas?" Ozpin asks as he turns to his desk, picking up a mug and a kettle, pouring as he speaks, "Headmasters don't typically travel with their students, for the Vytal Festival." He turns and offers the cup to the general.

"Well, you know how much I love Vale this time of year." Ironwood grabs the mug, taking out a canteen from his inside coat pocket and pours its contents into his drink, "Besides, with you hosting, I thought that this might be a good opportunity for us to catch up." He says, while Ozpin walks around to his desk, kettle and new mug in hand.

"I can certainly appreciate the quality time between friends, however, a small fleet outside my window has me concerned." Ozpin remarks, sitting down and pouring himself some coffee.

"Well…concern is what brought them here." Ironwood replied.

Ozpin says, "I understand that travel between kingdoms has become increasingly difficult-."

"Oz, you and I both know why I brought those men." Ironwood interrupts him, as the Vale headmaster takes a drink and sets down his mug.

"We are in a time of peace. Shows of power like this are just going to give off the wrong impression." Ozpin sighed, while the general sets his mug down.

"But if what Qrow said is true…" Ironwood starts before getting cut off by his friend.

"If what Qrow said is true, then we will handle it _tactfully_." Ozpin emphasizes this as he holds up an index finger, "It's the Vytal Festival. A time to celebrate unity and peace. So I suggest that you not scare people by transporting hundreds of soliders halfway across the continent."

"I'm just being cautious." Ironwood replied. "We have not one, but TWO unknown enemy groups hiding out there. This 'Goblin King' Qrow mentioned. It's no question_ he_ was the mastermind behind the attack on Atlas and the Elementals, not Mach-X. And there have been rumors of his cult spreading and secretly infesting each kingdom." He calmly said.

"Which is why we will continue to train the best Huntsmen and Huntresses we can." Ozpin replied. "Not to mention we have a certain _hero_ in this city who has encountered this monster before and will heed our call when the time is right." He said as he talks about Spider-Man, and seems to be implying that he knew Norman Osborn is here as the Goblin King.

"I assume this _hero _goes to this school?" Ironwood asked.

"You've met him back at Atlas, haven't you?" Ozpin leans on his hands.

"Yes I have." Ironwood responded, implying he has deduced Spider-Man's secret identity earlier. The general turns and walks away, but stops near the door and looks back at Ozpin to ask him one final question, "But ask yourself this: Besides him, do you honestly believe your children can win a war?" He asked, continuing his way to the exit.

"I hope they never have to." Ozpin muttered somberly.

**BGM End**

* * *

**Meanwhile inside Team RWBYP's dorm…**

Peter leaned next to the window with his arms crossed while completely lost in thought over recent discoveries. The Green Goblin. It wasn't that long ago he learned his arch-nemesis has been working behind the scenes, scheming a plan involving ISO-8 so dangerous that it could threaten this entire dimension. He can faintly hear the Goblin's maniacal laugh in his mind taunting him, causing him to grunt in frustration and almost tempted to punch something. He's too distracted in his own thoughts that he didn't hear someone entering the room until they called him.

"Peter?"

"GAH!" He jumps after being spooked, turning around to see it's just Blake. "Blake. Sorry, I thought…What do you want?" He asks her.

"Everyone's hanging out at the library to play some board game. Thought you could join us." Blake said.

"That's okay…I'm not in the mood to play anything." Peter answers while shyly turning his face away from her, which caught her curiosity and concern.

"Are you okay, Peter? You seemed lost and spook when I came in, and you've been pretty quiet ever since you beaten that mutated monkey faunus. Is something the matter?" Blake asks him.

"It's…It's nothing." Peter lies with a sad frown, wanting to hide everything he knows about Green Goblin.

"If this concerns the White Fang, I _need _to know. They're my responsibility too." Blake responds with a determined look on her face that wants to know what he's hiding.

"It's…It's the Professor. I…I found out who he is." Peter reluctantly answers, but still doing his best to hide the whole truth.

"Who?" She questioned.

"His name…is Norman Osborn." He answers shamefully.

Blake lowly gasps in shock at this news, as she heard about Osborn from him and Weiss some time ago, "Norman Osborn? The father of your deceased best friend? He's been behind everything?"

"I'm afraid so." Peter responds somberly. "He's…plotting something. Something _massive_ that could endanger the entire planet. I can feel it, which means I can't just sit around doing nothing while he's putting innocent people at risk. I need to find him. Stop him before it's too late. And I need to do it _alone_." He says, starting to sound angry as he makes his way towards the door.

Blake argues, "Why? I can help-?"

"No!" Peter angrily snaps back at her, which was a shock for her to see him so angry, "You don't _know _Osborn the way I do. He's a _monster_ in every sense of the word. He will not _hesitate _to use the people I love for his own twisted endeavors _just_ to hurt me. I care about you and the others way too much to lose you now, which is why I must find him and stop him permanently!"

"But, Peter…" Blake lowly responds.

"I MEAN IT!" He snaps back again, as his anger causes him unintentionally activate his X-Aura, causing him to have slitted red eyes and snarling fangs, "LISTEN to me, Blake! DON'T get yourself involved with Osborn!"

Blake steps aback with a spooked look of her own, as she feels a little scared by his unexpected rage. "Peter, your eyes and your fangs…and…your wrists?" She remarks, as she strangely notices something that appeared on his wrists suddenly.

**BGM-Spider-Man 3 (Game) OST-Black Tension**

Peter looks down at his arms to figure out what she's talking about, and was shocked and horrified to learn he has developed retractable, razor-sharp stingers that unsheathed themselves beneath his wrists. "What the?! Stingers?! Since when did I have stingers?! Spiders aren't supposed to have stingers!" He reacts in surprise.

"Your powers and Aura. They're fluctuating again." Blake said.

"No. They're not just fluctuating. My powers. I think they're…mutating. What's going on with me? Why am I suddenly losing control of my own body? It feels something is trying to take control over me." The horrified Peter asks, panting in shock as he manages to sheath back the mysterious stingers and turns off his X-Aura.

"Are you okay?" Blake asks him, reaching out as she is increasingly becoming concern for his wellbeing.

"I need some air. Don't follow me, for your own good." Peter softly warns her, as the depressed hero walks out of the room, leaving his faunus friend by her lonesome.

"Peter…What's happening to you?" She asks with a deeply concerned expression on her face.

**BGM End**

* * *

**Emerald Forest**

"NOOOOOOOOOOOOOOO!" In the forest, Spider-Man explodes with outrageous anger while unleashing the full fury of his X-Aura, giving off a powerful scarlet explosion that craters his position and scatters bushes to the wind as he furiously demolishes every type of tree he comes across with his punches alone to relieve all the stress after learning about Goblin's plans.

Once his intense anger was spent after demolishing a section of the forest, Peter falls on his knees exhausted, taking deep breaths while turning off his aura. _'Calm down.' _A familiar elderly voice tells him, as he is suddenly whisked away by a vortex into Madame Web's pocket dimension, "Unless you want an entire forest of Grimm to pile on you." She calmly jokes.

"YOU!" Peter stands as he angrily approaches her, "You KNEW Goblin was here all along, didn't you?! HE'S the big threat you kept babbling about, isn't he?!" He asks her.

"That is correct." Madame Web calmly answered him.

Peter argues, "Why didn't you tell me?! If I knew Goblin was here, then maybe-!"

"Maybe WHAT, Parker?!" Madame Web raised her voice, prompting Peter to shut up and listen to her words, "You were not ready. Osborn has aligned himself with _powerful_ dark forces that go beyond the White Fang, manipulating each of them to further his own agenda. That is why I wanted you to adjust to Remnant first before hunting him down. Training at Beacon Academy to improve your fighting capabilities and gain allies who will risk their lives for you in the coming battles."

"And while I was adjusting, HE'S been busy building an army using ISO-8 and causing chaos around the world with his Goblin Nation! I DON'T want my friends to get involved in a fight that's not theirs! It's because of me this entire dimension is in grave danger! I CAN'T risk their safety! Goblin is way out of their league!" Peter argued.

"Do you have such little faith in your own teammates?" Madame Web calmly asks him, which shuts him up again. "There was a time when you yourself was an inexperienced, naïve hero, yet played an important role in the universe's greatest battles. No matter the challenge, there is nothing wrong having allies by your side, regardless who they are. Fighting Goblin now, alone, would most certainly end in your own demise." She argues with some wisdom.

"I don't care what happens to me! I want my friends safe! That's all! I don't want them to get themselves killed in my problems!" Spidey argues, turning away from his advisor as he walks away, "Take me back! I'm going to search for clues on Goblin, ALONE! Don't even _think_ about stopping me, or I'll _never _forgive you!" He sternly warns her with a menacing glare.

"As you wish." Madame Web calmly responds, mentally using her powers to teleport the hero out of her dimension. "And those _clues _you are looking for? Expect them to come to you." She says ominously, having a little plan in mind that's already in motion.

* * *

**Meanwhile at the Beacon Library…**

**BGM-RWBY OST-Welcome to Beacon**

While Peter goes off on his own to search for Goblin's whereabouts, the rest of his friends are in the library playing a board game called Remnant: The Game being played by Weiss, Yang, Ruby, and Blake, who is obviously distracted after her recent conversation with the webslinger.

Ruby contemplates her next move, "Hmmmmmm…All right…All right!" She points at her sister, "Yang Xiao Long, prepare your kingdom for battle!"

"Bring it on!" Yang said, thrusting her elbow down as she balls her fist.

"I deploy the Atlesian Air Fleet!" Ruby declared, slapping her card down on the table as Yang feigns a look of shock at her move. "Looks like I get to fly right over your Ursai and attack your walls directly!" She makes noises like airplanes flying and bombing as she makes a bird with her hands.

"You fiend!" Yang feigning indignance as she points at Ruby.

Ruby ducks under the one end of the table, looking at the board and its player pieces in detail, "And since Atlas is part of Mantle, my repair time is only one turn." She peaks her head up, but then gives a look of surprise as Yang is heard laughing arrogantly.

Yang raises her card, "Pretty sneaky, sis, but you just activated my trap card!" She shows the card, which causes Ruby to be visibly disturbed by the, "Giant Nevermore!" as the card gets slam on the table, "If I roll a seven or higher, fatal feathers will slice your fleet in two!"

Ruby points at Yang to retort, "But, if you roll a six or lower, the Nevermore will turn on your own forces!"

"That's just a chance I'm willing to take." Yang responds, as sisters glare at each other.

Yang is heard shouting triumphantly while Team JNPR are listening to their banter sitting at another table close to them. Ren and Pyrrha studying while Nora's snot bubble inflates and deflates as she sleeps.

"Noooo! My fearless soldiers!" Ruby shouted.

"Eh, most of them were probably androids." Yang quipped.

"Goodbye my friends, you will be avenged."

"Not until I draw my rewards! Which are double this round thanks to the Mistral Trade Route!"

"Bah!"

"Oh. Have pancakes." Nora randomly said while snoring in her sleep.

"Oh, and what's this? The Smugglers of Wind Path?" Yang continues talking, while Pyrrha clears her throat and then confiscates a comic book Jaune is reading, trading it for a textbook.

"Bah! _Bah_, I say!" Ruby retorted.

"I say, it looks like I'm taking two cards in my hand!"

As Pyrrha reads Jaune's comic, a Nevermore player piece is tossed over Jaune's shoulder, while another piece bounces off of his head.

"Have you no heart?" Ruby collapses on the table, groaning, "Nooo!"

"Well, Weiss, it's your turn." Yang said to the confused Weiss, who has no idea what is going on anymore.

"I have…absolutely no idea what's going on." Weiss admitted.

Yang slides up beside her and puts her hand on her shoulder, smiling, "Look, it's easy! You're playing as Vacuo which means that all Vacuo-based cards come with a bonus."

"That sounds dumb." Weiss remarked.

Yang starts looking through Weiss' cards, "See, you've got Sandstorm, Desert Scavenge…Oh, oh!" She pulls up a card to show Weiss, "Resourceful Raider! See, now you can take Ruby's discarded Air Fleet-."

"Nooo!" Ruby interrupts with her crying.

"-and put it in _your_ hand!" Yang finished.

"Okay." Weiss said, still considerably confused.

"And since Vacuo warriors have an endurance against Natural-based hazards, you can use Sandstorm to disable _my_ ground forces and simultaneously infiltrate my kingdom!" Yang points a finger at Weiss while glaring, "Just know that I will not forget this declaration of war." She warns her while pulling away to her seat.

"And that means…" Weiss asked, still confused.

"You're just three moves away from conquering Remnant!" Ruby answered her while still in tears.

Weiss stands along with her overjoyed psychotic laughter of her near victory, "Y-yes! Fear the almighty power of my forces! Cower as they pillage your homes and weep as they take your children from your very arms!"

"Trap card." Yang nonchalantly interrupts her while holding a card.

"Huh?"

Yang shuffles the pieces on the board, causing Weiss' pieces to disappear in a puff of smoke, "Your armies have been destroyed." She stated.

Weiss slumps in her chair, crying and whining, "I hate this game of emotions we play."

Ruby hops into Weiss' lap, still in tears, "Stay strong, Weiss! We'll make it through this together!"

"Shut up!" Weiss hugs Ruby, "Don't touch me!"

"Alright Blake, you're up!" Yang said, while putting her arms up behind her head.

"Oh, um, sorry, what am I doing?" Blake asked, as she was completely lost in her own little world throughout the duration of the game.

"You're playing as Vale, trying to conquer the Kingdoms of Remnant!" Yang reminded her.

"Right."

"Hey! Can I play?" Jaune asks the girls as he approaches their table.

"Sorry Jaune, we've already got four people." Ruby replied.

"Besides, this game requires a certain level of tactical cunning that I seriously doubt that you possess." Weiss mocks him.

"Uhh, you attacked your own naval fleet 2 turns ago." Yang reminded her, causing Weiss to make an annoyed sound.

"Bring it on, Ice Queen! I'll have you know that I have been told that I am a natural born leader!" Jaune challenges the heiress to a match.

"By who? Your mother?" Weiss mocked.

"A-And Pyrrha!" Jaune sheepishly replied.

"Hello again!"

"Come on, let me play your hand for a turn." Jaune begs her with both hands folded together.

"I'm not trusting you with the good citizens of Vacuo!" Weiss retorts.

"Why not?" Jaune asked, "You've trusted me with way more important stuff before. I mean, you told us all that Blake is secretly a Fa-." He got cut off by Pyrrha, who darted over to him and slaps a hand over his mouth to prevent him from talking.

"Fun-loving person, whom we all admire and respect." She finished for him, making Jaune laugh nervously.

Everyone looks nervously at Blake, who is obviously annoyed that her secret is out. "Right. That. Ladies, enjoy your battle." Jaune bows to them as Pyrrha walk away.

"'Sup losers." Sun said as he and Neptune walks over to his friends while holding his fingers in a 'peace' sign.

"Hey Sun!" Ruby greets him.

"Ruby, Yang, Blake…Ice Queen." Sun greeted his new friends.

"Why does everyone keep calling me that?" Weiss remarks annoyingly.

"I never got a chance to formally introduce you to my old friend." Sun introduces Neptune to the group.

"Uhh, aren't libraries for reading?" Neptune asked them, wondering why they're loudly playing a board game in a library.

"Thank you!" Ren throws up his arms, thinking the same thing for a while.

"Pancakes!" Nora pops her head up.

"Shut up. Don't be a nerd." Sun told his friend.

Neptune shakes his finger at Sun, "Geh, geh, geh, geh! '_Intellectual_', okay? Thank you." He waves at the group, "I'm Neptune."

"So Neptune, where are you from?" Weiss asks, curious to know more about him.

"Haven." He answered her as he approaches the heiress, "And I don't believe I've caught your name, snow angel." He flirts with her, finding her attractive.

"Um, I'm Weiss." She responds to his flirt softly.

"Are you kidding me!?" Jaune retorts from the sidelines, angry that Neptune is making a move on his love interest.

"Pleasure to meet you." Neptune responds to the cute heiress.

"I never took you as the board game playing type." Sun said to Blake. "By the way…" He looks around the table to look for a particular photographer, "Where's Peter? Is he out taking pictures of Spider-Man again?" He asks the cat Faunus, which internally disturbs her.

"Right, well, I think I'm done playing actually." Blake responded, ignoring his question about Peter as she gets up from the chair, shoving Sun aside and leaves the room, "I'll see you guys later."

Everyone looks at Blake walking off, wondering what's on her mind. "Women." Nora shrugs casually, causing everyone to look at her.

**BGM End**

* * *

**City of Vale**

**BGM-Spider-Man: Web of Shadows OST-Act 1 City 3**

"Damn it! Where could he be hiding?" An irritated Spidey asks himself while swinging through the city for any clues on Goblin's whereabouts, but so far hasn't gotten a whiff of his hideout or any sign of his Goblin Nation. "I have to find Goblin before he initiates whatever crazy master plan he has with the ISO-8, but I have no idea where to start looking. He could be anywhere. Anywhere out of the kingdom. Argh! This is hopeless!"

The frustrated webslinger swings higher into the air as he lands on top a rooftop, "To think once upon a time I wanted to tell my friends my secret identity. Not anymore! I was a fool for thinking that. A fool to get too involved in their lives. And now they're potential targets because I was an idiot for allowing Ozpin to convince me to join his school." He berates himself.

"Yes, you ARE an idiot for trusting that old fool. It would seem we have something in common." A mysterious female voice says near him, as his spider-sense alerts him to this potential opponent.

"Who's there?! Show yourself, because trust me buddy, I am NOT in the mood to play games!" Spidey shouts, preparing to web the person once they show their face.

"Calm down. I am not your enemy." The woman approaches the wallcrawler from behind, causing him to turn around to be confronted by none other than the masked Raven Branwen.

"Who are you? Are you part of the White Fang?" Spidey asks with a serious tone, clueless that he's being greeted by Yang's estranged mother.

"No. My name is not important. I'm here to help you." Raven replied.

"Help? Yeah right. Look mask lady, I don't need your help or anyone else's for that matter. So why don't you back off and leave me alone." Spidey rejects her mysterious offer as he turns and walks away from her.

"Madame Web warned me you'd be this stubborn, Peter Parker." Raven said calmly, which instantly causes the surprised hero to stop and turn around to face her.

"How do you know about me? About Madame Web?" Spidey asks her, wanting to know how she's aware of his secret identity.

"The old crone told me. Somehow, she convinced me to help you stop Goblin." Raven replied, having begrudgingly allying herself with Madame Web.

"Yeah, she certainly has a way to convince others to do her dirty work." Peter quipped. "Why go to a complete _stranger _with a funny mask for help and not tell me anything about Goblin?!" He asks, irritated that Madame Web doesn't seem to trust him.

"You're one to talk." Raven remarks on his funny-looking mask. "Madame Web came to me because _I _am a member of his Goblin Nation." She told him.

"You work for Goblin?" Spidey remarks, putting his guard up as that instantly puts him in the serious untrusting mode.

Raven calmly responds, "For _now_. I have my reasons to join his little nation. For months, I've been planning to betray him once I secured enough ISO-8 for my own survival. Madame Web knew about this and thought it was a good idea to recruit me in this 'secret war' against Goblin. Said the best way to betray Goblin is by continuing to work as an undercover agent for Spider-Man and provide him intel that'll help him dismantle his organization from the outside. I argued _immensely _against the idea as I hate being a pawn, but like you said, she can be _annoyingly _convincing."

"That's what you get for working with a genetically-altered _madman _that wants to destroy the world!" Spidey quipped.

"Goblin was also _irritatingly _convincing." Raven dryly remarked.

"Whatever you say, mask lady." Spidey joked.

Raven scoffs as she hands him some pieces of paper related to Goblin, "Here are some notes on a Goblin hideout here in the city. Building C located at the industrial district. The goons there _love _explosives, so that might give you an idea how to destroy their headquarters." She told him.

"You're not coming with me?" Spidey questions her, while reading through the notes.

"Do you not pay attention? I must continue staying undercover to gain more intel so _you _can do all the dirty work." Raven remarks, insulting the webslinger.

"And help you get out of this mess. Got it. You continue being mysterious and useful." Spidey quips, annoying her as he jumps off the building to swing towards the hideout, "Building C at the industrial district, here I come!" He says to himself while swinging.

**BGM End**

* * *

**At the secret Goblin Nation hideout…**

**BGM-Spider-Man: Web of Shadows OST-Gang War (Red Suit)**

Arriving at the industrial district, Spider-Man lands on a rooftop across an abandoned apartment building that supposedly is being used as a hideout for the Goblin Nation, "This must be the place. Sensing a lot of activity inside. Has to be Goblin's goblins. Better knock."

Spider-Man smashes down a steel door that leads into the evil lair, quickly gathering the attention of several goblin-masked thugs and criminals with goblin tattoos that all work for the Goblin King. "Hiya folks. I'm the friendly neighborhood door-to-door apartment inspector. Dropped by to inspect any evil activity cooking in here, and _boy _do I _smell _evil!" He jokes, while immediately avoiding the goons firing at him.

"We weren't counting on Spider-Man to show up!" A Goblin solider remarks on the hero's sudden appearance.

"I'd say perfect timing! I've been _itching _to prove my loyalty to the Goblin King!" Another goon cockily says, throwing a pumpkin bomb at the webslinger, who quickly catches it and throws it back as it explodes, blasting several goons through the walls.

"Shooting bullets and throwing pumpkin bombs at me will earn you a mark on this inspection. You're just asking to get evicted." Spidey web strikes a goon into the air, juggling him around for a while before brutally slamming him onto other goons as they lay down on the ground unconscious.

"Sorry kids, but I don't have time to play games with you. I need to speak with your daddy about the messiness of your apartment." Spidey jokes around while exploring the apartment, easily defeating his pumpkin bomb-throwing enemies while searching for a way to destroy their headquarters.

"We're not telling you anything about our king!" A goon throws several bombs at the webslinger, who quickly deflects all but one as they explode and kicks the last one right back at the goon.

"Fine. Be that way. Then I won't tell you how you and your bros are gonna get evicted for failing the inspection. Hint _hint_. It'll be _very _explosive." Spidey kicks down a door that leads him to a panel that controls an explosive stockpile nearby that's powerful enough to destroy the entire building. He quickly hacks the terminal to arm the bombs, wiring it to blow in less than a minute.

"Time to skedaddle!" Spidey swings out of the building, as everything starts blowing up around him. The remaining goblin soliders run away screaming from the exploding building to fight another day, as Spidey jumps through a window just as it collapses in on itself.

**BGM End**

After the dust settled, Spider-Man reenters the ruins of the hideout through a massive hole in the ceiling and looks around at the defeated goblin thugs lying unconsciously on the ground. "Phew! If only the real Goblin was this easy to take down. Oh well, never a dull moment in Spidey-town." He jokes, as his spider-sense alerts him to a mysterious hooded figure escaping down the hallway, "Wait up there mysterious hooded figure guy!"

**BGM-Ultimate Spider-Man (Game) OST-Bonus USM City Mix 2**

"Hold on!" A certain Atlesian Military general calls him out before he could chase the mystery goon.

To his surprise, Spider-Man turns around to be greeted by General Ironwood, as he and some of his military soliders have arrived at the scene to investigate the cause of the explosion and arrest Goblin's henchmen. "You've done quite a service for the kingdom here, Spidey. Got a second to talk before you zip off?" Ironwood speaks to the teenage webslinger.

"Oh…uh well…thanks for dropping in. I'm always happy to be of service to the kingdom and all, Mr. Ironwood, but I think I let one of these goons get away." Spider-Man replied nervously while in the presence of the military.

"That goon must've been Norman Osborn. He's the Goblin King. We tried capturing him when he invaded Atlas but he escaped." Ironwood said.

"Wait a second! How do you know about Norman Osborn?!" Spidey questions him.

"Ozpin speculated it was him when we first gained intel on the Goblin King. If I'm mistaken, you and Goblin are _not _from this world, are you?" Ironwood replied, aware Spider-Man and Goblin are from another world thanks to Ozpin informing him earlier.

Understandably furious by this news, Spider-Man angrily retorts to the general while heading for the exit, "Ozpin also knew Goblin was here and never told me?! What is up with people keeping secrets from me lately?! Osborn is MY responsibility! If I don't stop him soon, he could destroy this entire world! He HAS the power thanks to the ISO-8! That's why I need to hurry and-!"

"Peter, wait…" Ironwood calmly calls him out by his secret identity, which instantly forces the irritated Peter to stop on his tracks while listening to him, "He knows who you are. He was raving about you when we captured him; before he escaped with the Dust Reactor. And he'll do anything to destroy you. Though you are visitor to our world and understandably feel guilty for Goblin's actions, you've risked your life defending this planet and have been pushing yourself to stop him. But not even one man can win a war against an army."

"So what should I do?" Spider-Man calmly asks the general before he leaves the premise.

"Take this. You're gonna need all the help you can get." Ironwood hands the webslinger a small tracker device that'll pinpoint on his location if he ever finds himself in trouble with the Goblin Nation again.

**BGM End**

* * *

**Short while later…**

After allying himself with the Atlesian Military in his war against the Goblin Nation, Spider-Man swings back to the rooftop to regroup with Raven. "I see your mission was successful." She said.

"For the most part, but Goblin managed to escape." Spider-Man replied.

"He'll turn up again. I'll contact you tomorrow for your next mission as I gain more intel." Raven told him, as she swings her sword in the air to open a portal to an unknown location, "Get some sleep. I'm giving you a hard one tomorrow." She warns him before leaving through the portal as it closes.

"Oh sure. As if everything up until now has been easy." Spidey jokes, launching a webline to swing on through the night. "But I will admit, having that mystery woman and the military help me fight Goblin is rather comforting. Just as long as my friends aren't involved. They're more important to me than anyone else. That's why I don't want any of them involved. This is my fight. My war to win. I have to do this, without them." He said somberly, yet determined to stop the Goblin Nation without assistance from his own teammates.

* * *

**Meanwhile inside Team RWBYP's dorm…**

**BGM-RWBY OST-Welcome to Beacon**

Blake sits with her knees folded to her chest on her bed, reminiscing past events regarding Torchwick, the White Fang, Norman Osborn as the Professor, and more importantly, Peter's weird mutation.

'"_Brothers of White Fang, why are you aiding this scum".' _

'"_The White Fang and I are going in on a joint business venture".'_

'"_What's going on with me? Why am I suddenly losing control of my own body? It feels something is trying to take control over me'."_

Blake recalls the sounds of battle including slashes, grunts, gunfire, and Torchwick's laughter, as well as recalling a flashback with Ozpin after that night with the Elementals.

* * *

**Flashback…A few weeks ago…**

"Well, this has certainly been an eventful evening." Ozpin enters the interviewing office, as Blake sits behind a table while quickly acknowledging his statement.

"Hmph." She scoffed.

"I'm sure that after a night of thwarting attempted robbery and saving the kingdom from a merged elemental monster, you probably just want to go home and take a nap. But, I was hoping that maybe we could have a chance to talk." Ozpin says, taking a seat at the table across the faunus.

"Of course." Blake nodded.

"Wonderful." Ozpin responded. "As you know, in order to enroll at my academy, students must first pass a rigorous entrance exam. Most applicants spend years of preparation training at one of the many combat schools around the world. You are one of the few that did not. And you passed the exam with flying colors."

"I was raised outside the kingdoms. If you can't fight, you can't survive." Blake replied.

"Well, you have most certainly survived, Blake. I admire your drive. And I am proud to run a school that accepts individuals from all walks of life. Rich, poor, Human..." Ozpin sips his coffee before saying, "Faunus…" earning a glare from his student as he has been aware of her true heritage, "Why do you wear that bow, Blake? Why hide who you are?" He asks her.

"You may be willing to accept the Faunus, Professor Ozpin, but your _species_ is not." Blake answered.

"True, but we are continuing to take strides to lessen the divide." Ozpin admitted.

"With all due respect, you need to start taking some larger strides. Until then, I'd rather avoid any unnecessary attention. I want people to see me for who I am, not what I am." Blake responded.

"And what are you?" Ozpin asks a strange question.

"I don't understand what you're asking." She responded.

"How did you know the White Fang would be at the shipyard tonight?" Ozpin interrogates her.

"I didn't. I just happened to be at the right place at the right time." She lied.

"You wouldn't have been the first. But what happened tonight was not an isolated incident. I may be your headmaster, but I am also a Huntsman, and it is my sworn duty to protect this world from the forces that conspire against it. Blake, are you sure there is nothing else you would like to tell me?" Ozpin asked, wanting to learn the whole truth.

"I'm sure." Blake lies again.

"Very well. Thank you for your time, Ms. Belladonna." Ozpin stands and heads to the door, but stops for a moment as he turns to Blake, "If you ever need to talk to me, please, don't hesitate to ask." He shuts the door behind him.

**Flashback Ends**

* * *

**Present Day at Team RWBYP's dorm…**

After remembering that conversation, Blake hears her teammates, except for Peter, entering their dormroom. "Ugh, we should have never let him play!" Yang remarks angrily for some reason.

"You're just mad cuz' the new guy beat you! See, if you had just attacked when I told you none of this would have happened." Ruby remarked.

As they enter, Blake approaches the door to leave, only for Weiss to notice and say, "Stop." while pointing at the faunus, who's hand retracts from the door knob, "Lately you've been quiet, antisocial and moody!" Weiss accuses her teammate.

"Uh, have you met Blake?" Yang quipped.

"Which I _get _is kind of your thing, but you've been doing it more than usual! Same thing with Peter, wherever that guy keeps running off to! Which quite frankly, is unacceptable! You made a promise to me, to _all of us_, that you would let us know if something was _wrong_!" Weiss flips through the air and lands on a chair, "So, Blake Belladonna, what is _wrong_!?" She points her finger at Blake again, while balancing precariously on the chair's back feet. She quickly puts it away and returns to stand near the girls.

"I just…I don't understand how everyone can be so calm." Blake confessed.

"You're still thinking about Torchwick?" Ruby responds while approaching her friend.

"Torchwick, the White Fang, _all of it_!" Blake raised her voice a bit. "Something _big_ is happening and no one is doing anything about it!"

"Ozpin told us not to worry. Between, the police and the Huntsmen, not to mention Spider-Man, I'm sure they can handle it." Yang replied.

"Well I'm _not_! They don't know the White Fang like I do! Most of them don't know a dangerous man like Norman Osborn is with them!" Blake retorted.

"Wait, wait, wait! Norman Osborn? How is Peter's dead best friend dad a part of this?" Weiss remarks curiously.

"He's the 'Professor' that has been behind the creation of the recent disasters in the kingdom like the Elementals." Blake informs her friends.

"Does Peter know about this?" Ruby asks her in concern for Peter.

"He…Not exactly. It's probably best he doesn't know." Blake lies, visibly ashamed.

"Okay, between blowing up nightclubs, stopping thieves, and fighting for freedom, I'm _sure_ the three of you think that you're _all_ ready to go out and apprehend these ne'er-do-wells!" Weiss responded.

"Uh, who?" Ruby remarks confusedly.

"But let me once again be the voice of reason. We're students! We're not ready to handle this sort of situation!" Weiss voiced her opinion on this matter.

Ruby calmly argues, "Well yeah, but…"

"We're _not _ready!" Weiss retorted.

"And we may never _be_ ready!" Blake argued. "Our enemies aren't just going to sit around and wait for graduation day." She says while pointing toward the door, "They're out there, somewhere, planning their next move, and none of us know what it is, but it's coming! Whether we're ready or not!"

"Okay." Ruby raises her hand and does other random gestures, while looking manic as she says, "All in favor of becoming the youngest Huntresses, and Huntsman, to single-handedly taking down a corrupt organization conspiring against the Kingdom of Vale…say aye." She asks her friends who wants to join stopping the White Fang.

"Yes!" Yang accepts, pumping her fist enthusiastically while pointing at Blake, "I love it when you're feisty!"

"Well, I suppose it could be fun." Weiss accepts the mission as well.

"None of you said aye!" Ruby said dejectedly.

"Alright then, we're in this together!" Blake grinned.

"What about Pete? Will he help out? This is personal for him too since this Osborn guy is involved." Yang asks her partner.

"He's coming down with a sickness. It's best we do this ourselves while he recovers." Blake frowns, avoiding to tell them about his mysterious mutation.

"Let's hatch a plan!" Ruby said with a gesture.

"Yeah!" Yang agreed while pointing 'double-guns' at her sister.

Ruby gasps as she freaks out over something important, "I left my board game at the library!"

Weiss facepalms, "We're doomed."

Ruby quickly runs out of the room and down the hallway shouting, "I'll be right back!" before colliding with someone in her way and falls on the ground, "Oo-oof! Oh g-!" She looks up to apologize to the person, "Sorry. Are you okay?"

"I'm fine." Emerald replies while offering her hand to Ruby, "Just watch where you're going." She said as Ruby takes her hand, while Mercury is standing beside them.

"Oh…Right…Sorry…" Ruby continues speaking as Emerald helps her up to her feet, "Um…I'm Ruby! Are you…new?"

Emerald steps aside to reveal Cinder as she approaches, "Visiting from Haven, actually." Cinder said as Emerald turns to her master.

Ruby stares for a moment while Cinder stares back, "_Ooh_! You're here for the festival! But exchange students have their own dormitory." She told them.

"I guess we just got turned around." Mercury remarked.

"Don't worry, happens all the time!" Ruby says as Mercury and Emerald walk past her, "Uh, your building is _just_ east of here." She told them.

"Thanks. Maybe we'll see you around." Cinder said as she walks past Ruby, gesturing in acknowledgement. She then stops for quick moment as she turns back to ask her something, "Oh, and by the way, aren't you friends with the photographer that takes pictures of Spider-Man? Peter Parker is his name?" She asks Ruby.

"Yeah. Why do you want to know?" Ruby asked her suspiciously.

"I want to_ personally_ talk to him and ask him how he takes those _amazing _pictures of our favorite hero." Cinder answers with a grin.

"Well, sorry. He's currently not here at the moment. He usually comes home late." Ruby answered.

"Hmm, maybe tomorrow then." Cinder said as she begins walking again.

"Yeah, maybe!" Ruby says as she waves at the three of them, "Oh, uh, and welcome to Beacon!" She told them, unaware of Cinder's evilish grin and her eyes glowing menacingly, as she has plans to personally meet with Peter Parker about Spider-Man.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Things are starting to look complicated that might not end well for anyone. Spider-Man is struggling with his mysterious mutation while fighting the Goblin Nation. Team RWBY are going behind Peter's back to investigate the White Fang and Norman Osborn. And Cinder is interested in Peter Parker to learn about Spider-Man. The next two chapters are gonna happen simultaneously, one focused on Team RWBY, while the other focuses on Spider-Man. Both are important as they lead to the first ultimate showdown against Green Goblin.**

**Next time: Simultaneous adventure starring Team RWBY!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	35. Vol 2 Issue 6: Painting the Town Green

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Some masked lady showed up while I was searching for clues on Goblin. Apparently, Madame Web recruited her as my own secret undercover agent for the Goblin Nation that'll provide me the clues I need to stop Goblin's little gang. Thanks to her notes, I destroyed one of their hideouts, where I also met General Ironwood and gave me a tracker just in case. Nice to have backup. Just as long as my friends aren't involved. This is for their own safety. But I do wonder who that masked lady was? Something about her feels familiar.**

**BGM End**

* * *

_Vol 2 Issue 6: Painting the Town Green_

**Goblin Island**

**BGM-Mario and Luigi: Dream Team OST-Bowser's Theme**

In his computer room, the Goblin King is observing many different holo-screens showcasing the girls of Team RWBYP. He stares at each documented pictures of the girls, studying footage of their fighting capabilities for a mysterious purpose. He scoffs with a devious smirk until he hears the door opening and notice Raven approaching, _**"Branwen, report."**_

"The recruitment team has returned after conquering the criminal underworld of another dimension. Their men are infected and now yours to command. As for the ISO-8 harvesting team, they should be almost done extracting another reality's ISO-8 in the next hour." Raven reported, maintaining her cover as a spy for Spider-Man to learn more about Goblin's plans.

"_**Good, good!" **_Goblin cackles, _**"My Convergence Device is working wonderfully. Thanks to the ISO-8, NO dimension is out of my reach to conquer. My resources are limitless! Soon, all the power will be mine. And when it is, I will exterminate all of my enemies and bring forth a new age." **_He chuckles sinisterly while Raven remains stoic behind the mask, _**"So, how is the completion of my ultimate weapon?"**_

"The ISO-Dust Reactor is finally stabilizing. Your mech should be completed in a few days, if there are no interruptions." Raven replied.

Goblin laughs, _**"All is according to plan! Now if you'll excuse me, I must return to Vacuo to overlook the completion of my castle. Stay here with Merlot and keep me updated on the other teams." **_He says while passing by the bandit huntress.

"Fine." Raven responded stoically. She glances around the computer room for a little bit until her gaze caught the images of Team RWBY on his computer, "Interested in children…?"

"_**Hm?" **_Goblin stops and slightly turns to face her, _**"Oh, them? I wouldn't say I'm interested, or impressed. They are friends of Spider-Man that like to snoop in other people's business. Annoying nuisances. Cannon fodder. Once I return from my castle, I'll personally see if they're worth my while. And if not, well, it's gonna hurt Spider-Man more than it'll hurt me." **_He cackles maniacally as he leaves Raven alone in the computer room. The undercover huntress stares back at the images, specifically at Yang's with a somber expression, displaying some genuine concern for her daughter's safety as Goblin seems to have plans to kill her.

**BGM End**

* * *

**Beacon Academy**

Team RWBYP are currently attending Professor Port's class about random nonsense they are not paying attention to. Weiss is patiently waiting out the minute left on her holographic clock displayed on her desk before glancing at Peter sitting nearby alone, looking very impatient as if he's in a hurry to an important meeting. She looks back at her clock just as Jaune slides up next to her.

"So, Weiss, y'know, uh, I-I was thinking after this, maybe we could go grab a bite to eat?" Jaune tries asking her out, turning to his teacher for a second, then turns back around, "And, uh um, I-I've got two tickets to that new Spruce Willis movie, if you wanna make the trip to Vale. I hear it's _awesome_." He pauses as his words seem to have no effect on the uninterested heiress, "Aaaand maybe after that, we could study together? I mean, you're smart and I'm, uh... Y'know."

Finally, the clock in front of Weiss gives a shrill beep as it changes from 3:59 to 4:00, and she dismisses it with a wave of her hand. The professor is temporarily unaware of the alarm while he is busy posing as a towering monster about to attack, "And then I-oh." Port straightens his stance as his students start to leave, "Timed that one wrong, I guess. Well, the stunning conclusion to this story will have to wait. Until next time!" He dismisses the class.

"Finally!" Peter rushes out of class, leaving his teammates wondering where he's going.

Weiss picks up her Scroll while Jaune continues to talk to her. "Weiss? Did you hear me?" He asks while she walks away, not even looking back at him.

"No, no, no, yes." Weiss answered all his questions, making him groan and doing a faceplant into his desk.

As the rest of Team RWBYP walk out of the class behind him, Yang ruffles Jaune's hair without even looking. "One day." She quipped.

* * *

**Team RWBYP's Dorm**

**BGM-RWBY OST-** **A Minor Hiccup**

The girls are making preparations for today's investigations as they put on their new outfits. Ruby straps the red laces of her shoes, dressed in her Slayer outfit. Weiss grips the handle of her rapier strapped to her side, outfitted in her Snowpea attire. Yang slides the chamber of her left gauntlet, clad in her Hunter suit. And Blake tightens the black ribbons around her arms, dressed in her Intruder uniform.

"I thought that class would _never _end." Blake commented.

"Alright, guys, today's the day! The investigation _begins_!" Ruby shouts from the hanging bed, happily leaping off her mattress and onto the floor with her arms raised excitedly, almost landing on Weiss, who is on the bottom bunk.

"I'm so glad to see we're taking this so seriously." Weiss said sarcastically.

"Hey, we've got a plan! That's…moderately serious." Yang remarked.

Ruby looks around the room for a bit, noticing that Peter is nowhere to be seen. "Where's Peter?" She asked.

"He ran off, as usual, to who knows where! He's been ignoring us all day! I'm getting the feeling he's hiding something." Weiss retorted, unknowingly making Blake a little nervous that she might be suspecting his secret heroics.

"He's sick, remember? Maybe he ran off to see a doctor." Yang remarks from her bed.

"Are we _sure _he's sick? He looked fine to me. And _he's _the only one who knows more about Norman Osborn than us." Weiss responded.

"He's doing his best to hide his pain and doesn't want us to worry. You know how he is." Blake said, covering for her heroic friend.

"We'll check on Peter later. He's tougher than anyone I know. Everyone remember their roles?" Ruby looks around at her teammates, asking about their objectives.

"You and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I'm in the family, it shouldn't be a problem." Weiss answered her partner.

"The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning." Blake states her objective.

"I have an old friend on the shady side of town that typically knows _everything_ going on in Vale. Getting information out of him shouldn't be _too_ hard..." Yang answered.

"Great, we'll meet up tonight near Yang to go over what we found. Let's do this!" Ruby says, pumping her fist.

"Yeah!" A sudden Sun said from outside the open window, smiling while hanging upside-down by his tail.

"Sun!" Blake reacts in surprise and alarm, as the whole team is taken aback by his sudden appearance outside.

"How did you get up here?" Yang asked him.

"Ah, it's easy. I do it all the time." Sun answered her.

"You do _what_?!" Weiss retorted.

"I climb trees all the time!" Sun said, without reacting to Weiss' scowl. He flips into their dorm room and asks, "So, are we finally getting back at that Torchwick guy?"

Blake steps forward telling him, "_We_ are going to investigate the situation... as a _team_."

"Sorry, Sun. We don't want to get friends involved if we don't have to." Ruby apologized to him.

"Pfft, that's dumb. You should always get friends involved. That's why I brought Neptune." Sun said, gesturing out of the window.

The girls lean out of the window on top of one another to see the aforementioned teammate of Sun's standing outside, cool as he can be, "'Sup?"

"How did you even get up here?" Ruby asked him.

"I have my ways." Neptune replied, standing on a very thin ledge circling the building under the windows. "Seriously though, can I come in? We're like, _really_ high up right now." He asked nerviously.

Inside the dorm room, the group are standing in a circle as Ruby lays down the new plan, "Alright, I'll go with Weiss. Sun, you can go with Blake. And Neptune, you can go with Yang since Peter isn't here and she doesn't have a partner." She says, pushing Neptune past Weiss as the blue-haired teen slips her a wink, causing Weiss to look mildly shocked but then comes to her senses quickly. "Everyone good?" She asks if everyone is ready.

"Actually, Ruby, why don't you go with Yang? After all, she _is _your sister." Weiss asked, only saying this to be close with her crush.

Ruby pushed Neptune, who is stiff as a board, right next to Yang. When she is done pushing him, he rocks back and forth looking nervous. Yang put her hand on his shoulder to stop him from rocking. "But, Weiss, who would go with you, then?" Ruby asks her partner.

"Well…I guess Neptune could come with me." Weiss replied.

Neptune puts on a suave look and points at Weiss, as the team leader cracks up rejecting her idea, "Hahaha, nah!"

Weiss is obviously less than amused, yet powerless to stop Ruby from pulling her by the back out the door. "But! _But_!" The heiress sticks her arms out fruitlessly trying to get back to Neptune.

* * *

**Beacon Tower**

After leaving their dorm, Ruby and Weiss are walking down the path towards the vertically tall Beacon Tower that looms over the sparse trees growing around the crossroads below.

"Woooow! I forget how big the Transmit tower looks up close!" Ruby said in amazement.

"You should see the one in Atlas!" Weiss remarked.

"That was the _first _one, right?" Ruby asked.

"Correct. Atlas developed the Cross Continental Transmit System to allow the four kingdoms to communicate with one another. It was their gift to the world after the Great War." Weiss answered, giving a little history lesson to her partner.

"Ooo, look at me, my name's Weiss, I know facts, I'm rich!" Ruby acts high and mighty to be annoying to her partner, snorting into her hands at Weiss' frown.

"Don't be a pest! Besides, the only reason _we're_ here is because _you_ like the tower so much! We could have just as easily made a call from the library!" Weiss retorted.

"I know, but it's so _coool_! Ooh, I'm going to take a picture!" Ruby grabs her Scroll from a pocket on her clothes, but in her excitement, the device is launched from her hands, bouncing along the pavement until it lands at a sudden Penny's feet

"Oh." Penny picks up the Scroll and extends towards the clumsy teen, "You dropped this."

"Penny?!" Ruby said, shocked to see her weird friend, as she hasn't seen her since their epic battle against the Elementals weeks ago after her strange disappearance.

"Uuuh…" Penny said, similarly surprised.

"Where have you been? We haven't seen you since that night at the docks!" Ruby asked her.

"S-Sorry. I think you're confused." Penny suddenly hiccups after lying, throwing the Scroll into Ruby's hands, "Uh…I've got to go!" She turns quickly and walks away.

"What was that about?" Weiss asks, turning to Ruby.

"I don't know, but I'm going to find out." Ruby starts walking in Penny's direction as she shouts back to her partner, "You go make your call! I'll meet up with you later!"

"Wait!" Weiss reaches towards her leader, but seeing the futility of stopping her teammate, she lowers her hand and sighs angrily.

Ruby managed to catch up with Penny as she descends the steps until she gets in front of the non-eccentric redhead, "Penny! Where have you _been_? It's been weeks!"

"There seems to be a…misunderstanding." Penny replied.

"What?!" Ruby responds as Penny continues to walk away. Ruby slides down the rail next to her. "Penny…Is everything okay?" She asks, but Penny continues forward without reaction. "Penny, please stop!" She grabs her by the arm, prompting Penny to finally stop and listen to what she has to say, "Look, I don't know what's wrong, but you _have_ to listen to me! Those guys we fought at the docks and created the Elementals, we think they're up to something big. Something bad! I need you to tell me what happened to you that night! _Please_... As a friend." She pleads for her help.

Penny sighs, glancing to her sides swiftly, as she walks over to Ruby's side and leans in close. "It isn't safe to talk here." She looks around suspiciously, much to Ruby's confusion.

* * *

**Inside Beacon Tower**

Weiss walks through the grand, glowing lobby of the tower with pride, avoiding the central terminal and heading straight for the elevator doors, which slide open automatically and close when she's inside. The voice of the CCT AI is projected from a panel near the door. _'Hello. Welcome to the CCT. How may I help you?' _The AI asks the heiress.

"I'd like to go to the communications room, please." Weiss replied.

'_Absolutely. Could you please place your Scroll on the terminal to verify your identity?' _The AI asks of her. Weiss takes out her Scroll and places it as directed, _'Perfect! Thank you, Miss Schnee.'_

Upon the elevator going up, Weiss' expressions shift from pleasant to serious. As she enters the room, she sees four symbols on a computer, each one representing each kingdom of Remnant. She walks up to the front desk where a holographic secretary appears in the seat.

"_Welcome to the Beacon Cross Continental Transmit center. How may I help you?" _The CCT AI asks Weiss in a polite manner.

"I need to make a call to Schnee Company World Headquarters in Atlas." Weiss replied.

"_Absolutely." _The AI starts beeping for a few seconds. _"If you could head over to Terminal 3, I'll patch you through."_

"Thank you!" Weiss smiles and nods before walking over to her assigned cubicle-like computer, passing a few Beacon students in uniform, with one of them talking to their mother about things back at Signal Academy. She sits at her own display while taking a deep, unhappy breath to prepare for the call ahead. The face of a short-haired brunette appears on the monitor with the Schnee snowflake rotating behind her.

'_Thank you for calling the Atlas-Oh! Miss Schnee! Good afternoon! Would you like me to patch you through to your father? I think your sister Winter might be here as well.' _The Schnee Corp Operator asks the heiress, having not realize who she is talking to until she looks up.

"No, thank you! I was actually wondering if you could find some files for me. I've compiled a short list." Weiss said pleasantly.

She takes out her Scroll and places it into a slot on the keyboard, creating a few noises as the Operator looks at the data from her side of the screen, _'I see…If you don't mind…what may I ask is this for?' _The Operator asks her curiously.

"School project." Weiss lied.

'_Um…There are some sensitive documents on this list, ma'am.' _The Operator said nerviously.

"Well then, I'll be sure to treat them with care." Weiss remarked.

'_Right…' _The Secretary said, still nervous, _'Very well…' _A few noises are heard for a few seconds, _'The data is being transferred to your Scroll now.'_

"Wonderful! That will be all, then." Weiss smiled.

'_Are you sure you wouldn't like me to patch you through to your father before you go?' _The Operator asked her again if she wants to talk to her father.

Weiss loses her smile, but quickly replaces it, "Yes, I'm sure."

'_Well, then…Have a nice day!' _The Operator said as the call is dropped, and so too is Weiss' happy act, seen in the screen's reflection.

* * *

**With Ruby…**

Penny stands alone near a two-story building with patio furniture and is looking around nerviously when a hand grabs her shoulder, causing her to jump. She turns to see Ruby grinning, causing her to smile in return as they stroll down the street.

"I wish I could help you, Ruby. But I don't know anything about those men." Penny responded to a question she was given.

"Well, what happened to you that night? We were all together, and then you just disappeared! Were you kidnapped?" Ruby asked.

"Oh, no, nothing like that!" Penny replied.

"Then where _did_ you go?" Ruby questioned.

"I've never been to another kingdom before. My father asked me not to venture out too far, but, oh you have to understand, my father loves me _very_ much. He just worries a lot." Penny frowns.

"Believe me, I know the feeling." Ruby sympathizes with a grin, causing Penny to grin back. "But why not let us know you were okay?"

"I... was asked not to talk to you. Or Weiss…or Blake…or Yang…or Peter. Anybody really." Penny responded.

"Was your dad that upset?" Ruby asked.

"No, it wasn't my father…" Before Penny can continue, she and Ruby hear the sound of megaphones announcing something, turning around the corner to look at the platform in the center of a plaza where the holographic image of James Ironwood is seen before six AK-130 Androids, who are in turn standing in front of two large metal storage cases with the spear-and-shield emblem on their doors.

"_The AK-130 has been a standard security model of Remnant for several years, and they have done a fine job. Wouldn't you agree? Wouldn't you agree?"_ Ironwood asked the clapping audience, causing the drones to take a jerky bow,_ "But... the kingdom of Atlas is a kingdom of innovation. And fine, well that's just not good enough, is it? Presenting... the Atlesian Knight. 200!"_ The doors to the cases roll up, and six new, bulkier, shiner automations stand at attention before knocking their obsolete predecessors down to the applause of the watchers, _"Smarter, sleeker, and admittedly, a little less scary." _Ironwood said while the robots flex and pose as a demonstration, _"These models will become active later this year, but they won't be alone! Now, the Atlesian Military has always supported the idea of removing men from the dangers of the battlefield. However, there are still many situations that will undoubtedly require... a human touch."_

"Ruby…?" Penny worriedly turns to her friend, who has become too drawn to the presentation.

"_So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... The Atlesian Paladin!"_ Ironwood's image is replaced with the hologram of a robotic white behemoth, featuring hinged piston legs, large guns for hands, and a rectangular head, standing at least twice as tall as the Knights below it, _'Now, we couldn't have him here for you today, but these mechanized battle suits will be seen defending the borders of our kingdom within the year!'_ Ironwood's voice said to the clapping audience.

"Whoa…" Ruby remarks, hunching in awe of the awesome new robot.

"Ruby? Maybe we should go somewhere else." Penny said to her with concern.

At the side of the stage, two armored soldiers see Penny, pointing her out and calling in backup. Penny backs away and then breaks into a dead run, which snaps Ruby out of her weapon-awe-induced stupor.

"Penny! Wait! Where are you going?" Ruby asks her, turning back to look at the soldiers chasing after her friend. Realizing Penny's situation, she swiftly follows her in an attempt to catch up down the winding alley.

"Down here! She went this way!" One of the Atlas Soldier said to his partner.

Penny and Ruby run across the street with the soldiers following them, though a honking car nearly runs one over. He manages to brace his hands against the hood, which somehow stops the vehicle, and his partner runs along after the girls.

Ruby is still trying to catch up with Penny, but a high stack of crates on a flimsy support is easily cut down by Crescent Rose, causing a wooden avalanche of boxes to block the path. Seeing Penny right ahead of her, Ruby leaps into the air and lands on the alley wall, ricocheting off to grab Penny around the middle. "This way!" Ruby grimaces before the two disappear in a flash of red and rose petals.

Ruby dashes away as fast as she can while carrying Penny, but the strain is too great, and they crash to the ground a short while later, with Ruby falling all the way into the street. She gets up slowly, and in her dazed state, she doesn't notice the large truck coming up from behind her until the honking is too late of a warning. She stands up just as she's about to be hit, but from out of nowhere, Penny pushes Ruby out of the way and holds her palms out.

In the split second where the two make contact, the ground beneath Penny cracks and crumbles into pieces, and the From Dust Till Dawn truck is lifted a little ways into the air by the girl's sheer strength. She puts it down, and the Shopkeep stares in awe at the crumples in his hood, just like the Huntress who got saved.

"Penny...? Ruby said with her eyes wide, terrified, and a bit uncertain.

"Are you okay?" Penny asks the Shopkeep.

"Uh-huh…" The Shopkeep said with a nod, obviously scared.

Penny backs away, looking at Ruby's frightened expression, then at the bystanders murmuring to each other in an attempt to understand what just happened. In her panic, she runs from the Atlas soldiers still chasing her down and bumps into Ruby, knocking the poor girl out of her stupor as her friend tries to get away again.

"Penny! Come back!" Ruby starts going after Penny as the people look at the destruction Penny has caused with her bare hands and the soldiers find they lost their target.

"Um…Uh…" Penny comes to a stop once she gets out of the alleyway, looking around for where to run next.

"Penny!" Ruby runs up to her exasperated. "Please! What is going on?! Why are you running? How did you do that?!"

"I-I can't!" Penny said nerviously. "Everything's fine!" She lies with a hiccup. "I-I don't want to talk about it!" She said with another hiccup.

"Penny, if you can just tell me what's wrong, I can help you!" Ruby remarks with great concern for her weird friend.

"No, no, no, you wouldn't understand..." Penny said, retreating from her friend.

"Let me try! You can trust me!" Ruby said to her.

Penny finally relents as she comes up to Ruby's face desperately. "You're my friend, right? You promise you're my friend?!" She asks her.

"I promise." Ruby replies softly.

Penny stays silent for a second, then, looks down at her hands, "Ruby…I'm not a real girl." She shows Ruby the toll of stopping the truck that would have killed her: Parts of her palm's skin have ripped away, revealing the gray metal underneath.

Penny stares sadly at Ruby's face, now completely astounded by her friend's secret as all she can simply say is, "Oh."

**BGM End**

**BGM-RWBY OST-Painting the Town **

"Penny, I-I don't understand…" Ruby responds, rightfully confused after learning of Penny's secret.

"Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura." Penny explains, turning her head to the side sadly, "I'm not real…"

Ruby takes Penny's hands in her own, "Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?"

"I don't…um…" Penny leans in close to Ruby's face, "You're…taking this _extraordinarily_ well."

"You're not like those things we saw back there." Ruby taps her metal chest, "You've got a heart, and a soul, I can feel it."

"Ooohh…oh Ruby!" Penny grabs Ruby into a hug and shakes her back and forth. "You're the best friend anyone could have!"

"I can see why your father would want to protect such a delicate flower!" Ruby said with a muffled groan.

Penny releases Ruby, fully back to her happy self, "Oh, he's _very_ sweet! My father's the one that built me! I'm sure you would _love_ him!"

"Wow." Ruby giggles. "He built you all by himself?"

"Well, almost! He had some help from Mr. Ironwood." Penny replied.

"The General!?" Ruby reacts in shock. "Wait…Is why those soldiers were after you?"

"They like to protect me too!" Penny remarked.

Ruby scoffs quipping, "They don't think you can protect yourself?"

Penny replies, "They're not sure if I'm ready yet... One day, it will be _my_ job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament."

"Penny, what are you talking about? Save the world from what? We're in a time of peace!" Ruby asked before gasping, "Does it have to do with Norman Osborn?" She asks her quickly.

"Yeah!" Penny happily nods. "Ironwood told me he also goes by the name The Goblin-."

"Check down here!" A solider cut her off as two Atlas soldiers approach them.

Penny immediately grabs Ruby by the shoulders, "You have to hide!" She lifts Ruby above her head effortlessly.

Ruby struggles and screams as she is carried toward the dumpster, "Penny, wait! What are you doing? You don't have to go with them! I can help you!" She argues as Penny throws her in the trash and lifts the lid so she can still talk.

"It's okay, Ruby. They're not bad people; I just don't want to get you in trouble. Just promise me you won't tell anyone else my secret. Okay?" Penny gravely stares at her.

"I promise." Ruby said, lowering her head into the garbage as the lid is put down, but she lifts it a little to peek at the scene outside.

"There she is!" One of the soldiers said as they approach Penny.

"Sal-u-tations, officers!" Penny greets them.

"Why were you running? And what happened to the other girl?" The soldier asked her.

"What _girl_? I've been by myself all day!" Penny lies with a loud hiccup, then smiles.

"You shouldn't cause such a scene." The soldier said.

"Are you okay?" The other one asked her.

Penny shows off her injured palms, "Just a scratch."

"Penny, your father isn't going to be happy about this."

"Please, just come with us."

"Yes, sir!" Penny agrees, walking away with the soliders as Ruby looks on in sadness, until a rat screeches from below her feet, causing the young Huntress to fall and close the lid on herself.

* * *

**With Yang…**

In the ruined parts of Vale, the sound of an engine gets closer and closer until Bumblebee pulls into the street and stops, showing Yang behind the handlebars in her matching helmet.

She takes off the helmet as she gestures with her thumb to the music playing nearby, "C'mon, my friend's right in here!" She said as she gets off her bike, revealing Neptune right behind her, with his hair and goggles messed up with a petrified expression of terror on his face.

"Cool…" He said, sounding dizzy. He shakes his head, somehow perfectly fixing his appearance, and gets off the cycle, looking around worriedly, "And where exactly is…here?"

The music from Junior's Club gets louder once inside with Junior behind the bar adjusting his cuffs as his henchmen stock the bottles, carry boxes, and otherwise stand around on the dance floor, until, Hurry, close the door! She's coming!" A scared henchman shouts while running inside, as he and his pal proceed to roll the doors shut and keep them closed with their bodies.

"What are you two idiots doing?!" Junior asks as he walks out from the bar.

His henchmen shout incoherently until an explosion knocks them to the ground and forces the doors open, allowing a familiar face to walk in through the smoke. "Guess who's _back_!" Yang continues to smile and pose as eight guns are pointed in her face with an equal number of angry henchmen behind them. Though this doesn't faze her, she stops and glares at the recording studio where the track is messing up until the frightened bear-headed DJ takes the needle off the record and retreats back under the table.

"Yeah, so could you define 'friend' for me?" Neptune casually asks her as the henchmen continue hoisting their guns.

"Stop, stop! Nobody shoot!" Junior orders his men as he cuts his way through the crowd, straightening his tie and asks, "Blondie! You're here. _Why_?"

"_You _still owe me a drink." Yang grabs the club owner by the arm and drags him to the bar through the hired guns.

"Whoa-ho-ho-ho, what a woman..." Neptune breaks from his lovestruck staring to see the twins Melanie and Miltia Malachite standing beside him, "'Sup?"

Together they scoff saying, "Whatever." as they walk away with their noses in the air.

* * *

**With Blake…**

Meanwhile, Blake's fingers trace three scratch marks on a wall before peeking around its corner and seeing a pair of horned Faunus as they are ushered into a building by a bearded man. She turns to Sun next to her telling him, "This is it."

"You sure?" Sun remarks, receiving a glare from her as she starts moving towards the entrance while unfastening her bow, "Y'know, I'm just gonna take your word for it." He quipped.

The two walk inside the building to a hallway filled with cases, seeing another man announcing "New recruits, keep to the right!" at the young pair as they follow. "I don't get it." Sun says while holding out the half-mask in his hand, "If you believe what you're doing is right, why hide who you are?"

"The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Blake answered.

"Grimm masks…That's kind of dark." Sun remarked.

"So was the guy who started it." Blake says while putting on her mask and walks on.

"Always sunshine and rainbows with you…" Sun quips while following her lead.

The new recruits to the White Fang are moving in a line to the side of the stage, a mere few dozen compared to the hundreds of white-vested, black-hooded soldiers to their left and up above in the balconies. Blake and Sun look around themselves when they stop, and a fully-masked man with tattoos standing starts speaking before the large sheet emblazoned with the bloody wolf and claw marks.

"Thank you all for coming. For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for so long!" A White Fang Lieutenant said as he introduces Torchwick to the stage as he smiles confidently, even as the crowd starts protesting.

Roman waves mockingly at the protesters, "Thank you, thank you!" He speaks as his business partner, the silent Neopolitan, walks out from behind the sheet, "Please, hold your applause!"

"What's a _human_ doing here?!" An Antler Faunus shouts, pointing at Roman from her place right in front of Blake and Sun.

"I'm glad you asked, dearie! Now, I'll be the first to admit, humans... are the _worst_." Roman salutes as an example, "Case in point. So I understand why you would love to see us all locked away, or better yet: killed!"

"So, is he going somewhere with this?" Sun quips, while leaning over to Blake.

Roman continues, "_But_, before the claws come out, I'd like to mention the fact that you and I _all_ have a common enemy. The ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdoms!" He says, as the crowd changes their tune and starts agreeing with him, "Government, military, the schools, even that pesky Spider-Man, they're all to blame for your lot in life!" He says, letting the crowd cheer as the two heroes share a look, "And they're all _pests _that need to be dealt with! Fortunately, I'm the best exterminator around…No offense to any rodents in the room."

With a snap of the fingers, the curtain falls, and the whole mass of Faunus applaud at the sight of the large Atlesian Paladin-290 behind it, the mark of the White Fang painted on its shoulder. Along with the mech is the humanoid, but immensely dangerous Spider-Slayer robot, sporting a white color scheme with red spider-like eyes and a blue oval-shaped screen acting as the face, which can project the controller's face when activated.

"Uh, that's a big robot…" Sun remarks worriedly at the Paladin.

"How did he get that? And what's that spider-looking robot?" Blake questioned.

"As some of you may have heard, this right here..." Torchwick taps the giant Paladin, "…is Atlas' newest defense against all the scary things in the world. And thanks to my 'employer', we've managed to snag a few before they, uh, 'hit the shelves'. And this right here…" He then taps the Spider-Slayer, "…is one of first of _hundreds _of Spider-Slayers currently in production thanks to The Professor. Once our Spider-Slayer army is complete, Vale's greatest hero, Spider-Man, will be utterly _squashed _like the bug he is!" He proclaims, causing the crowd to cheer for him again.

"Spider-Slayers…?" Sun remarks in shock.

"Peter…" Blake mutters in worry for her spider-friend.

"Now, many of your brothers have already moved down to our new operation in the southeast. If you'd rather stay within the city, that's fine... But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions?" Roman asks, as the White Fang's roaring applause tells him the answer.

We should get out of here." Blake says to her friend.

"Will all new recruits, please come forward!" The White Fang Lieutenant shouts, as the line surges forward with the two heroes forced to follow if they don't want to get caught.

"Welp!" Sun quipped.

* * *

**Back at Junior's Club…**

"I don't know!" Junior puts down his glass as he sits behind the bar separating him from his interrogator.

"How can you not know?" Yang crosses her arms in annoyance.

"I don't know _who _this Norman Osborn is and I haven't talked or _seen _Torchwick since the night you first came in here." Junior leans over to point in Yang's face, "He paid up front, I lent him my men, and none of them ever came back."

"So where did they go?" Neptune rushes to Yang's side to raise a question of his own.

Junior pauses for a moment while staring at the dumb student, "What kind of stupid question is that? They never came back!" He looks at Yang asking, "Who is this guy?"

Yang pushes Neptune out of the way with one hand, forcing him to straighten and stand to attention, "Don't worry about him, worry about _me _if I don't find what I want!" She angrily says to the bar owner.

"I already told you everything! Torchwick hired my boys, and I guess he wasn't happy with them, which is _something I can relate to_!" He shouts this at his own men, who grumble and walk away in response, "The only other thing is that there's this new crime boss calling himself 'The Goblin' that recruited a lot of Torchwick's men for his own gang to start a possible gang war, but that's it. That's all I know!" He said everything he knows to Yang.

"Come on, Neptune." An unsatisfied Yang turns from the bar and walks away.

"We get everything we need?" Neptune follows with his hands in his pockets.

"Well, we got everything we _can_. Not sure how a 'Goblin' is related to all of this. Hopefully the rest of the team is having better luck." Yang replied.

* * *

**Meanwhile with Blake…**

The White Fang is still cheering loudly as the recruits are marched to the stage, with Blake and Sun having no choice but to follow along. "What are we going to do?!" Sun whispers to her.

"I'm thinking…" Blake lowly responds.

Sun watches Torchwick lean on the robot smoking his cigar and laughing with Neo beside him before he zeroes in on the two, frowning. "He sees us…" He remarks, trying to smile and wave at the approaching crime boss.

Blake notices a junction box on the wall, which gives her an idea, "He can't see in the dark." With that, Blake unsheathes Gambol Shroud, transforms it into a pistol, and shoots at the box, making the lights go out for the whole building.

"Don't let them get away! Urgh!" Roman shouted.

"Sun! The window!" Blake replies, as the heroic Faunus use their innate night vision to make their escape through the dark.

"Stop 'em!" Roman ordered.

Before the two student Huntsmen crash through the window and start running as fast as they can, the mechanized sound of running power signals the Altesian Paladin and the Spider-Slayer's activation, and they crash through the wall of the building in pursuit of the runaways, who leap off of a car and manage to get on the roofs. The Paladin and the Slayer follow beside them on the street as Blake and Sun run, jump, and flip from rooftop to rooftop.

"So you wouldn't happen to have... oh, I don't know... some form of _backup_?!" Sun asks, amidst twirls in the air.

"On it!" Blake hurries to grab her Scroll and puts it to her ear as she continues to jump.

* * *

**With Weiss…**

Weiss is leaving the CCT tower's elevator when she grabs her own Scroll and listens to Blake's message, _'Everyone! If you can hear me, we need back-!'_

'_HEEEELLLLLP!' _Sun yelled, causing Weiss to roll her eyes and start running out the door with a little smile on her face as she does so.

* * *

**With Ruby…**

She is still beside the dumpster, which is boarded up to keep the rat imprisoned, staring at her Scroll while Sun continues yelling, _'Big robot! And it's big! Really big! And a smaller, but deadlier spider-robot!'_

"Oh, I am _not _missing this!" Ruby remarks excitedly, as she runs off to join the fight.

* * *

**With Yang…**

She is back on the motorcycle in her helmet and sunglasses with Neptune looking at the Scroll in her hand over her shoulder while Sun continues shouting, _'That Torchwick guy is in the big robot! But not like, it didn't eat him, he's like controlling them or something!'_

"Where are you guys?" Yang asked.

Right on cue, behind them, Blake and Sun can be seen running through the street with the Paladin and Spider-Slayer hot on their heels before they all disappear from view, all while Sun yells, "HURRYYYY!"

"I think that was them." Neptune remarked.

"Yeah, I got it." Yang puts away the Scroll as she quickly circles her ride around, much to Neptune's alarm, and drives off to follow them.

* * *

**With Blake…**

Blake and Sun somehow make it to the highways, jumping down into the busy street and continuing their escape by hopping on cars while the Slayer is firing energy beams and the Paladin follows them by pushing vehicles out of the way. Sun pauses to look at their pursuer's path of destruction and offer a quick "Whoa!" before leaping onto more cars, much to the anger of Roman inside the robot, his face surrounded by blue holographic screens.

Yang and Neptune are able to follow the mech suit on their ride, coming up next to it as it runs. "We've gotta slow them down!" Yang said.

"Got it!" Neptune reaches for his gun, but Roman notices the pair on his sensors and crashes into a multitude of cars with the Paladin's strong bulk, sending them flying towards his chasers.

"Hold on!" Yang warns him.

"Wuh-oh…" Neptune remarks worriedly, as Yang swerves, leaning her bike to the side in avoidance of flying debris while Neptune flails in a panic. Back on two wheels again, Neptune unslings his weapon, aims as sparks start flying, and fires several bolts of blue electricity at the Slayer and the Paladin, causing Roman to grimace from the force of the attacks.

Switching strategies, Neptune flips the gun and it grows a shaft and an energy blade at the end, then jumps from Yang's bike as the spear's head splits in three and drives it into the top of the Paladin, while the Slayer tries blasting the blond brawler off the road as she keeps swerving.

Sun and Blake pause in their car-hopping to look back, as the monkey faunus shouts at his teammate, "Neptune, hang on!" Neptune is trying his best, but the mech keeps bucking and threatens to make him fall. Closing his eyes, Sun smashes his palms together, and from the golden Aura around him, his Semblance creates two glowing outlines that copy their creator, leaping off and going back over the tops of vehicles to collide into the Paladin's front. They explode into blinding light upon contact to let Sun leap forward with Ruyi Bang and Jingu Bang held high, but Roman commands the Slayer to blast Neptune flying off and knocking into his leader, sending both of them off the highway.

As Blake looks on from her spot, she hears Weiss' voice from her Scroll stating, _'Blake! I'm in position!'_

She is seen twirling over a highway and landing in the middle of the road, holding Myrtenaster at the approaching Roman. He smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a circle of ice across the pavement that causes the Paladin to slip and crash, actually flying over the young Huntress and falling off the ramp, landing further down before Ruby, already having her Crescent Rose out in scythe form.

The Paladin stands back up, and the rest of Team RWBY falls beside their leader to take up positions. Roman chuckles as the Slayer falls beside him, moving both robots slowly towards the girls.

"Freezer Burn!" Ruby calls out a team move.

Ruby and Blake jump back out of the way as Weiss performs her same ice-circle trick, but backs out of Yang's way when she jumps into the air and hits the epicenter with her Ember Celica, creating a wave of mist that surrounds Roman and the Slayer. Immediately, both robots activate their laser sensors to make up for the lost sight, but it barely sees the afterimage of Blake and narrowly misses the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby, who slashes the Paladin with her blade, causing it to falter.

"Checkmate!" Ruby shouts another combo move.

As Ruby and Yang deal with the relentless Spider-Slayer, Blake and Weiss go in against the Paladin. Each girl goes for the feet until Weiss jumps up and stabs a sensor before leaping off of a white glyph. Roman lifts the Paladin's foot to crush Blake, but Weiss summons another glyph under her teammate to launch her backwards before the crushing blow can land. Roman growls and fires off the missiles, but Weiss and Blake flip backwards as the explosions merely hit where they were.

Finally, Weiss jumps up too high, and Roman fires a double energy blast at her. Myrtenaster absorbs the damage, but Weiss is thrown back, so she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and lets her slice through each launched missile with ease in a flurry of super-fast slashes.

Yang uppercuts the Slayer to the air as it hovers and retaliate with numerous energy beams that the brawler does her best avoiding. "Ladybug!" Ruby runs into the fray, shooting herself forward and cuts at the Paladin's legs, then turns as Blake aims herself at the giant's feet as well. They both dash forward and attack at the same time, circling each other around the Paladin with each strike until they both launch themselves into the air and come down together on the shoulder, cutting off the left arm entirely.

After pulverizing the Slayer to a weaken state, Yang doesn't waste a second jumping onto the Paladin's back and punching the top with fiery shotgun blasts. Roman is knocked around in the cabin, but seeing as he can't reach her with his remaining mechanical arm, he runs backwards through two columns and leaves her embedded in a third before backing away and turning towards her. Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the column and doesn't get up.

**BGM End**

"YANG!" Blake shouts, greatly concerned for her partner.

"Don't worry! With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special." Ruby explains her sister's Semblance.

**BGM-RWBY OST-Die**

Yang slowly gets back on her feet, hair burning a brilliant white as she clenches her fists. Sensing victory, Roman throws a punch, but Yang catches it in her own hand, despite the ground cracking beneath her. Her eyes turn red with rage, smashing her knuckles into the second arm, obliterating it under her force.

Getting desperate with his armless robot, Roman calls back the Slayer to his side as he immediately kicks Yang to the side, but as she passes her sister and teammates, "Bumblebee!" Ruby shouts, prompting Blake to throw her Gambol Shroud out for Yang to catch while flying, and the Faunus uses the momentum to swing the glowing girl around for a final hit to the robot, Roman, however, steps out of the way just in time to avoid complete destruction and orders the Slayer to go all-out with the lasers against Ruby and Weiss, forcing them to dodge relentlessly.

"We have to slow them down!" Ruby says while continuously avoiding the lasers.

"And _how _do you propose we do that?" Weiss responded.

"Ice Flower!" Ruby shouted.

In a quick moment, they twirl their weapons so they both point at Roman, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body and freezes the Slayer. Blake swings her partner around in a circle one more time, but with Roman unable to move, the Paladin and the Slayer are hit at the same time by the speed and power of Yang's fists, flying into the air before crashing down in a hundred pieces and a defeated criminal.

Roman gets up, slightly dazed but unharmed, as he inspects the damage while brushing himself off, "_Just _got this thing cleaned…" He looks up just in time to see Yang, still burning with her absorbed power, fire a single shot at the defenseless thief, but he's saved at the last instant when Neo drops in front of him and merely opens her umbrella, deflecting the blast entirely. The new arrival hangs the weapon over her shoulder as Roman addresses the victors.

"Ladies, Ice Queen…" Roman insults the heiress.

"Hey!"

"Always a pleasure! Neo, if you would…" Roman says to the pink-and-brown girl, as she curtsies her enemies with a blow, but Yang will have none of it, charging forth with fists raised to strike the outlaws, only to break their image as if made out of a mirror and turn just in time to see them escape in a Bullhead. The rest of team RWBY runs up to Yang's side, now cooled down with the end of the fight.

**BGM End**

"So I guess he got a new henchman…" Yang says, staring at the retreating criminals.

"Yeah, I guess she really made our plans…_fall_ apart?" Weiss punned with a smile, causing Ruby to giggle, but causes Blake to walking away from the bad joke.

"No. Just, no." Yang told her, clearly not impressed by her pun.

"What? But, you and Peter do it!" Weiss retorts, getting mad.

"There's a time and a place for jokes." Yang replied.

"Was this not it?" Weiss asked.

"No, it just wasn't very good." Yang said as she follows Blake.

"Well, at least I'm trying!" Weiss retorts, walking away with her teammates.

"Wait…Where are Sun and Neptune?" Ruby questions, wondering what happened to the boys after they were blasted off the highway.

* * *

**Meanwhile at A Simple Wok Noodle House…**

Sun and Neptune are sitting in the middle stools of a noodle restaurant eating their plates of noodles with the Shopkeep behind the counter and their weapons leaning on the other two stools.

"They're probably fine, right?" Neptune asked Sun.

"Probably." He answered, as Neptune turns back to his noodles and they eat in silence.

* * *

**Back with Team RWBY…**

"And after ALL of that, Peter didn't even have the decency to contact us?!" Weiss remarks to her friends, as they stroll underneath the highways questioning Peter's absence, "Are you telling me that taking pictures and tinkering with gadgets is more important than stopping a corrupt organization?! He's hiding something, and I'm going to find out what it is the next time I see him!"

"I am getting worried about him. Like, _really _worried. What if something happened to him?" Ruby frowns, rubbing her arm as she's increasingly becoming worried for Peter.

"I'm sure he's _fine_." Blake assures her leader, hiding her own worried frown as she wonders what Peter has been up to lately.

"I hope so. You said he's sick, which means he needs help." Yang frowns, worried for her boyfriend.

"_If _he wants our help, but he keeps avoiding us. And we _still _haven't learned anything about Norman Osborn." Weiss retorted.

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #2**

While they are walking, Ruby was the first among her team to notice something strange flying through the sky. "Uh, guys, what is THAT?!" She nervously points at the large fiery projectile crashing down in front of them like a flaming meteor, unleashing a massive explosion that blasts the girls away by several feet.

The girls slowly stand staring at the smoke and fire, as a large menacing figure is ominously walking out of the massive crater he formed during the crash. This frightening monster is cloaked with a purple hoodie to hide his hideous green skin, while his entire body is enveloped in a flaming aura. The demonic-looking creature glares his red eyes at the girls, who are too frighten to remark anything as they have no idea what or who is confronting them now.

"_**I hear you girls have been looking for me. BIG mistake. Now I ask you this one time: Where. Is. PETER PARKER?! He and I have a SCORE TO SETTLE!" **_Green Goblin looms demonically over the girls, angrily asking for Parker's whereabouts so he may finally kill him once and for all.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Green Goblin has finally make his presence known to Team RWBY, as they are soon going to fight him in the ultimate life-and-death battle the likes they have never participated before. Remember, both this and the next chapter happen **_**simultaneously**_**, so next we'll find out what Spider-Man did that pissed off Goblin so much.**

**Note: The Spider-Slayers in this story are based off the "Spider-Slayer Mark 20" from the comics during the **_**Goblin Nation **_**storyline.**

**Jufesocar: The burglar is dead. I don't care about him.**

**Next time: Simultaneous adventure part 2! Preventing an interdimensional invasion!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	36. Vol 2 Issue 7: Goblin Island

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Hate ignoring the girls, but I have a Goblin to catch. It's for their own good. 'Sides, I think they're busy with something less world-ending. With classes done for today, I should go meet up with that mask lady for my next mission. Hope it isn't a hard one like she promised.**

**BGM End**

* * *

_Vol 2 Issue 7: Infiltrating Goblin Island_

**City of Vale**

**BGM-Spider-Man: Web of Shadows OST-Act 2 City 1**

Just as Team RWBY are starting their investigation mission on the White Fang, Spider-Man is swinging somberly above the city as he continues his investigation on the more dangerous Goblin Nation. _'What is wrong with me?' _He mentally monologues, _'I think I know what I'm mutating into. A big jerk. I've been ignoring my friends since this morning, but it's for their own safety. Goblin is here because of me, and is threatening to conquer this entire dimension. My friends have no right to get involved in my problems. I have to do this without them. I know Blake offered to help, but I got angry at her and ran away, just like I've been running away from Yang. I feel like a heel for not talking to her, but what can I say? "Hi, let's have a relationship. BY THE WAY, I'm turning into a mutant. Next time you see me I might look like your last nightmare." And Ruby and Weiss have REALLY tried to be good friends, and like everyone else, I keep brushing them off…'_

The lonely webslinger leaps onto a rooftop, glancing around for his mysterious partner, "Anyways, where is that masked warrior queen from yesterday? She said she was gonna contact me. Should've asked for her phone number." He joked.

"Sorry, but I'm not into weird interdimensional super-brats in tights." The masked Raven startles the webslinger with her sudden appearance on the same rooftop.

"Good, 'cause I already have a girlfriend. Sort of. It's complicated at the moment. How did you find me?" Spidey awkwardly responds.

"I had a _bird's eye view _of your location." She cryptically answered.

"What does _that_ mean?" A confused Spidey remarked.

"Not important. What _is _important is your next assignment, and it's a big one that'll require you to _shut up_ and put your unique skills to the test." Raven replied.

"How _big_ are we talking about?" Spidey asked.

"_You _are going to prevent an interdimensional invasion." Raven bluntly answered.

"Oh…That big." Spidey quips, visibly shocked by the synopsis of his next mission.

Raven starts briefing him on his mission, "Recently, Goblin and his lab partner, Dr. Merlot, had completed developing their own dimensional teleporter using ISO-8. They call it the Convergence Device. It allows them to travel to any dimension they wish. The Goblin Nation have been using this device to take control of several dimensions, recruiting and turning the criminal scum of each world into his goblin henchmen and harvesting their native ISO-8 before destroying their dimensions."

"WHAT?!" Spidey shouts, reacting in complete surprise after hearing this briefing, "You mean to tell me that while Goblin isn't terrorizing Remnant, his goons have been conquering and _destroying _dimensions to _pass the time_?!"

"Pretty easy with ISO-8. Didn't want anyone from those worlds to track his movements. In his own words, it was to 'test' his Convergence Device and gain data for his experiments, while 'training' his men for the coming war against this world during the Vytal Festival." Raven replied stoically.

"ISO-8 is _really _bringing out the worst in people. Osborn _willingly_ committing dimensional genocide? Even I never thought possible he'd be that crazy. This is the _exact _reason why I don't want my friends to get involved." Spidey responded. "Where is this Convergence Device? There's still time before the Vytal Festival. I have to destroy it!" He asked.

"It's on a highly remote island located at the edge of the kingdom. He calls it Goblin Island." Raven answered.

"Creative." Spidey quipped.

"I'll send you the coordinates. Goblin's not home right now, so this is your only chance to infiltrate the island. I'll do my best handling security from the inside as you approach the island." Raven told him.

Spidey nods, "Got it. I'll grab my Extreme Gear and head out immediately."

"I have to be honest with you. I only joined Goblin for my own survival. He manipulated me and took advantage of my weaknesses. I had no intention helping him achieve dimensional destruction." Raven said honestly.

"It's alright. I don't blame you. Goblin's like that. I know from personal experience. We'll stop him." Spider-Man declares determinedly, something that Raven stoically respects and nods to before he swings back to the school to pick up his Gear for today's mission.

**BGM End**

* * *

**Meanwhile at Goblin's Secret Castle…**

**BGM-Ultimate Spider-Man (Game) OST-Venom Suite 3**

"How do you like your new castle, Lord Goblin?" asks a Goblin Solider, walking around with his fellow thugs as they give their Goblin King a short tour of the near-completed Goblin Castle.

Goblin chuckles sinisterly as he responds, _**"Magnificent, my children! Very impressive. It's truly Oscorp Tower in Remnant! Just as the Goblin King ordered! Ahahahaha!"**_ He states, walking along the hallway of his secret base, _**"I'm gonna go check out my throne room. Continue unloading the equipment and coordinate the new recruits to their quarters. Contact the camps in the other kingdoms. I want a status report on the recent crime they're secretly committing." **_

"Right away, Lord Goblin." A Goblin Solider nods, running away with his group to perform their given tasks.

The self-proclaimed crime king cackles insanely as he walks into his own throne room as he monologues, _**"Eat your heart out, Fisk! I have surpassed you as the GOBLIN Kingpin of Crime! This world is under MY control, under everyone's noses! I control a worldwide network of illegal information! Instantaneous contact with any place on the planet! Power! Water! CRIME! I control it ALL! I cannot wait to go back home and steal YOUR empire, Fisk!" **_He laughs crazily.

Amidst his crazy laughter, he's annoyingly interrupted by the taunting Goblin Ghosts that he continues to hallucinate, _'You're a failure, Osborn…losing your mind…Parker will beat you again…'_

"_**HE WON'T! SHUT UP!" **_Goblin furiously throws a fireball at the ghosts, forgetting they are just illusions as his attack blasts a hole in his own throne room, setting that area on fire. _**"Hm?" **_But, to his interest and shock, he sees the flames transforming into something else. Something Grimm-like. A Beowolf made out of his own flames as it howls and seems to mysteriously obey Goblin. _**"What? A…Fire Grimm? And I can control it? Since when could I do that? I know the ISO-Oz Compound is evolving me into a god, but this is…intriguing. How did I develop this ability?" **_He ponders hard for an answer to this mysterious question, thinking back to everything that has happened to him since he first arrived in Remnant, _**"Wait. I remember something. When I first arrived in this dimension, I crashed into a large black pool at Salem's domain. That liquid must've been made out of Grimm and altered my DNA. And my recent evolution has unlocked this ability to create and control Grimm. Hmmm?" **_

Goblin deviously smirks, activating his X-Aura as he charges his right palm with his flaming green aura to create a small fire pool on the floor with the same color. He concentrates for a moment to think of what Grimm he should create to test his new ability. He decides to use the fire pool to create a Beringel with green fur and purple bonelike plates, granting it a new bone mask that slightly resembles the Goblin himself.

Goblin cackles evilly after the creation of his new Oz Grimm, _**"I'm surpassing Fisk AND Salem both on the same day! The old Grimm are NOTHING to my new Oz Grimm! I will-!"**_

'_YOU are nothing…' _The Goblin Demons return with the pain-inducing taunts, _'Parker will get you…'_

Goblin collapses on his knees with a painful roar, clenching viciously on his head while sweating buckets as it's becoming increasingly obvious he's losing control over his own mind with all these ghosts taunting him every passing moment, _**"All this power…I'm losing my mind…I must get to the island to…neutralize the side-effects of the Iso-Oz compound!" **_He decides to return to Goblin Island and find the means to erase the Goblin Demons from his own mind.

**BGM End**

* * *

**Later that night at Goblin Island…**

**BGM-Marvel's Spider-Man (PS4) OST-Taskmaster Stealth Challenge Music Theme**

Spider-Man flies high above the sea riding on his Extreme Gear as he approaches Goblin's secret island base, Goblin Island. "I'm nearing the island, mask lady." Spidey communicates with Raven through their comm link.

'_I'm disabling the security sensors for a quick moment to allow you to land safely on the island. That's all the help you'll get from me. Can't risk my cover. You're on your own.' _Raven tells him, as the webslinger lands at a hidden spot surrounded by large rocks.

"I got this. Don't worry. What the worst that can happen?" Spidey quietly quips, leaving his air board in this hiding spot before silently hiding in the shadows of a cliff that gives him a good overview of the island. _'Now, Spidey, let's make this quick. Get in, shut off the Convergence Device, and get out. Stealthy-spider style.' _He mentally speaks, observing many toxic pools that are naturally producing the Iso-Goblin Formula alongside some Goblin Soliders and Cyber Goblins patrolling the island, _'The whole island looks infected with the Goblin Formula. It's being naturally produce everywhere. And it looks like they put some money into their security. Times like this I wish I had a little black suit.' _That's easily fix as he presses the spider-logo on his chest, turning him completely invisible, _'Good thing I built a stealth mode into this suit. Let's see what inviso-Spidey can dig up.'_

Using his amazing stealth mode, Spider-Man zips across the island without any guard noticing or triggering any alarms. He makes sure to stir clear from the Grimm, as he doesn't want to risk them sniffing him out. _'If I follow the pipes, they should lead me straight to the laboratory complex.' _Spidey follows the pipes towards the large laboratory complex, silently using his webs to takedown guards that are unknowingly blocking his progress.

Once he found himself perching directly outside the building, Spider-Man uses his lenses to locate an air vent that he can use to infiltrate the lab, _'Air vents. A spider's best friend when infiltrating evil criminal bases.' _As the stealthy spider crawls through the vents, he takes quick glances through each vent cover he passes to look at the many walls covered with pipes, cameras and computer screens, _'Ugh. Yup. This is definitely Goblin's base. Smells as nasty as Oscorp. Ozzy must be homesick too.' _He crawls through the vent a little more, until he looks down through a cover as he comes across the security room with a guard, _'Ooo, the security room. Could be useful.'_

Spidey quietly opens the cover and silent takedown the guard, webbing him along with his mouth to a wall as he drops down in front of the highly advanced security system to check it out for anything useful. "And I thought the security outside was pretty tough. This place covers everything in the kingdom. From the White Fang to Torchwick." He hacks the security system, looking for footage that is related to Osborn in any way, "The Professor's lab? Bingo. Good ol' fashioned rewind button…too bad I can't just choose the 'Goblin incriminates himself' chapter on the DVD. Oh my, let's get some volume on this bad boy."

He increases the volume on recorded footage regarding an early conversation between Osborn and Torchwick at the Mt. Glenn lab. _'Remember, I will fund your experiments, set you up, as long as I reap the rewards for our venture. Do we have a deal, Osborn?' _Torchwick asks his business partner.

'_Of course, Torchwick, my research must continue.' _Osborn replied.

"This confirms once and for all Osborn is the Professor. This is so not good." Spidey responded, before quickly searching through the security footage to find where they are holding the Convergence Device, "Here. This is the room with the Convergence Device. G-14!"

The invisible spider jumps back into the ceiling vent to crawl through. Amidst his crawl, his suit picks up a call from Blake, _'It's from Blake to the whole team. Sorry, B. Can't answer it. I'm crawling through enemy territory trying to stop an interdimensional invasion. I'm sure whatever's important doesn't need me.' _He rejects the call, remaining clueless that his friends are about to fight Torchwick in the Paladin.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

Following his Spider-Sense to the threat of the Convergence Device, the inviso-spider drops down a vent and lands inside the large G-14, the room containing the large teleporter pad in the center that access alternate realities. _'No one seems to be here. Better make this quick.' _Spidey quickly web-shoots down the security cameras spying on the room before turning off his stealth mode, then rushes to the control terminal for the dimensional teleporter. "I know the Convergence Device might be my only ticket to return to my dimension, but shutting it down to prevent a large-scale dimensional invasion is way more important than curing my homesickness. Luckily my Spider-Sense isn't going nuts or I'd be pretty nervous-." And right on cue, his spider-sense tingles to incoming danger hiding within the shadows, "Oh crud."

"We've been expecting you, Spider-Man. Our master wants us to _test _your capabilities…and _ours_!" A child of Goblin says to the intruder, hiding in the shadows as a menacing silhouette.

"I'm a pretty good test taker, I have to say, why don't you-waitaminute. Did you say 'We'?" Spidey remarked.

"Yes…I did." The child of Oz responds creepily, as he walks out of the shadows alongside a group of his fellow War Goblins, infected thugs wielding high-tech weaponary like laser guns and pumpkin bombs.

"Did I mention I'm better at true or false exams than multiple choice?" Spider-Man quips, finding himself confronting Goblin's infected henchmen.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Gang War (Black Suit)**

The War Goblins immediately fire their guns at the webslinger, who quickly flips away from the teleporter to dodge their blasts, "Easy, kids! Don't want you to damage the Device and accidently blow up the universe!" He quips, as he fires a Web Bomb to ensnare most of the goblins before knocking them out with his fists.

During the fight, the wide computer screen attached on the wall suddenly turns itself on as Dr. Merlot appears to investigate the commotion, _'What's going on over there? Why are the cameras disabled in this sector? WHAT?! Spider-Man?! How did you get in my lab?!' _He asks with a shocked tone, wasn't expecting to see Spider-Man on this island.

"Caught a cab." Peter quips, while kicking down a goon. "You must be Goblin's crazy lab partner, Dr. Merlot. I know we just met, but I'm shutting down your universal domination experiment!" He zips towards the Convergence Device, just as it activates itself and opens a small portal that teleports in a few more War Goblins from an alternate dimension, "_Right _after I deal with the children of Oz from the interdimensional yellow brick road."

'_Your efforts are futile, Spider-Man.' _Merlot retorts, watching the webhead fighting off his small army,_ 'Our forces are endless! Goblin has shown me the full potential of the ISO-8! They are the keystone into changing the world to a better future! The moment of the world's-!'_

"I really hate to interrupt a megalomaniac when he's on a role, but here's web in your eye." Spidey quips, blinding the computer screen with his webbing to disable Merlot's view of the action. With a quick usage of Spider-Fu, Spidey knocks down the remaining goons and hurries to disable the Convergence Device. "This shouldn't take long." Spidey remarks, hacking into the terminal as he disables the teleporter before safely destroying the machine, "And just like that, Spidey saved the universe. The girls won't believe this. But there's still one last thing I should take care of." He says before running off to an unknown location.

**BGM End**

* * *

**Merlot's Lab…**

**BGM-Ultimate Spider-Man (Game) OST-Final Mega Battle**

The Grimm scientist urgently presses a button to contact his forces on the island of the amazing intruder, "Guards! We have an intruder in Lab G-14! Dispose of him immediately!" He contacted his forces. "I should probably contact Goblin. He won't be too happy about Spider-Man destroying the lab. Where the heck is Raven? She's supposed to help guarding the lab." He wondered worriedly.

He suddenly hears a loud banging coming from outside his lab as a goblin solider and a robot goblin are smashed through the door, toppling it down as Spider-Man leaps into the lab and quickly webs Merlot to a wall. "NO! You can't do this!" He retorted.

"I already am. I'm shutting down this whole facility. But first, let's see what I can download from your entire database." Spidey inserts a flash drive into Merlot's computer to download everything regarding the Goblin Nation's plans, "Quite the encrypted database. At least I have something busy for the weekend. Goblin Mech…Oz Satellites…Iso-Oz Formula…" He then finds several images of the formula transforming ordinary thugs into monstrous goblin creatures similar to the ones he fought earlier, "Oh dear…I think you should get your money back on the makeover. Not good. Looks like Norman has been pretty busy. But before conquering other dimensions, where else could he have gotten all these goons in the first place…? Oh man…Torchwick's men." He realizes Osborn has been using Torchwick all along to achieve his own goals.

* * *

**Short time later, with Torchwick and Neo…**

Not too long after his defeat at the highway by Team RWBY, Torchwick returns to his now abandoned secret warehouse alongside Neo for a quick pit stop as they land the Bullhead outside the building. "This'll be quick." Torchwick claims, as the duo walk into the nearly empty warehouse, "Need to and collect a few things I accidently left before returning to our other base. Curse those girls for getting in my way, destroying my mech. And I'm sure Spider-Man is still out there trying to ruin my operations." He grabs his Scroll to contact a henchman, "Listen, rodent! I want Spider-Man dealt with slowly…and permanently. Don't come back until it's done."

"Sounds like you're having some employee difficulties there, Torchwick." Suddenly, Spider-Man surprises Torchwick and Neo with his appearance on the ceiling and his quipping, "Sometimes managing people requires a little tenderness. Less bullying. More hugs."

"YOU!" The enraged Torchwick fires an explosive flare at Spider-Man, who easily jumps away from it with his speed.

"Ooopsy! You should really replace that cane. It fires so slow and pathetic. Or maybe it's the old man holding it that's the problem and not the handsome youngster too fast for you to hit." Spidey mocks him, landing across the annoyed Torchwick and the equally-annoyed Neo.

"Spider-Man, you are snooping where you're not wanted. And it stops NOW!" Torchwick declares, as the crime partners are ready to kill Spider-Man once and for all.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Boss**

"Nice warehouse. Such a shame to trash it and your other base in the southeast." Spidey jokingly reveals he knows of Torchwick's other base, as the webslinger webs several leftover craters and throws them at the criminals, forcing Neo to block them with her parasol.

"Your meddling ends HERE, spider-freak! Neo, kill him!" Torchwick orders his silent partner.

Neo folds her umbrella into a makeshift blade as she lunges forward at high speed with a sword stab that Spider-Man quickly jumps away in time. "Aww…Aren't you just the cutest wittle thing. Is she your new girlfriend, Torch? I thought you liked taller women." He quips, as he zips towards the irritated Neo and pushes her back with a flurry of blows. He goes for a web-strike, noticing she's about to block it with her umbrella and vaults over her midway and tries to attack her from behind. Just as he does, he only shatters her illusion thanks to her Semblance. "Your girl can do illusions? How adorable, and _highly_ unoriginal." He quips, considering his past experiences fighting Mysterio and his annoying illusions.

The real Neo suddenly shows up kicking the hero in the back, followed by her unleashing a combo of kicks and umbrella strikes that Spidey does his best deflecting. Amidst their clash, Roman assists Neo by firing an explosive round directly at Spidey, blasting him to a wall that he clings onto to run along while dodging more of the crime boss' explosive rounds. "Miss me, miss me! Now you can't see me!" He quips as he turns on his stealth mode and becomes invisible to his enemies, leaving them confused and worried as they glance their surrounding for his location.

"Where did he go?! Your tricks don't scare me! Show yourself, bug! You can't shut up forever!" Torchwick says, taunting him to reveal his location.

The invisible Spider-Man doesn't listen to his taunts and instead leaps high into the air and slam himself back onto Neo, temporarily knocking her down, before quickly slapping a Trip Mine on the distracted Torchwick's back and kicks him near a wall for the device to web him onto, knocking off his hat in the process. Spider-Man turns off his stealth mode as he grabs Torchwick's cane and snaps it in half, much to the crime boss' frustration. "Oops! Did I break this? Why not ask your good ol' friend Professor Osborn to repair it for ya and make it more usable?" He quips, also revealing to Torchwick that he knows the Professor is Norman Osborn.

"So you finally found out. Osborn said you're a slow learner. Neo! Kill him already and get me out of this icky stuff!" Torchwick angrily orders her.

Enraged by Spider-Man webbing up her boss, Neo dashes at him with a flurry of sword swings that land some decent hits before he backflips high onto a wall to rapidfire a web barrage down on her, as she dodges them all with her acrobatic skills. "You're more combative than the illusionist I usually fight, and yet you're _way _more pathetic than him." Spidey mocks, enraging Neo as she leaps through the air to furiously stab him at the wall, but he vaults over her in time and ensnares her in his Ultimate Web Throw, ruthlessly slamming her down.

As the dazed criminal lies there, Spidey launches a webline to reel himself to punch her, only to once again shatter an illusion. "You love using your illusions to run away? _Why _did Torchwick hire a short coward as his lackey." Spidey continues with the mocking, seemingly not sensing the furious Neo about to ambush him with a decapitation. When she does strike him, it's revealed she only attacked a Holo Decoy that decays and stuns her with an electric shock, before getting punched away by the real Spider-Man. "You're not the only one who can create decoys. And another thing…" Spidey zips towards Neo to finish her off, but before he approaches her, he quickly uses his Spider-Sense to determine if she's real or not. When he senses that's not the real Neo, he jumps over the fake and dive kicks on a seemingly empty space, which was actually where the real Neo hiding before getting kicked out of her own illusion.

"Impossible?! How did you see through her illusions?!" Torchwick remarks in utter surprise.

"I have a sixth sense for this stuff. And the _unhealthy _experience fighting illusionists who are _way _more annoying than this chick." Spidey quips, barraging Neo with his Crawler Assault before swiftly using his Spider-Fu to attack her nerve clusters, depleting her Aura before finishing her off with a powerful spinning kick that launches her to the wall and webs her next to the webbed Torchwick, defeating the most dangerous criminals in Vale.

**BGM End**

"Incompetence starts at the top, buddy. You're more Romeo Candlewick than Roman Torchwick. Get it? You know…Pinocchio?" Spidey snarks at the defeated criminal.

"You'll pay for this! My men will hunt you down and squash you like a cockroach!" Torchwick furiously threatens him despite his webbed position.

"Sounds good. Hey, speaking of your men, I wanted to clue you into a little secret I discovered." Spidey mockingly pats his bright, long orange hair, "Those men you think are going to take me down, well somebody has been messing with them and it isn't me. They've been experimented on. A lot."

Torchwick growls, "Osborn already told me. There's a man out there who stole his formula and is using it on my men. He calls himself 'The Goblin'."

"Nice one, Torchwick." Spidey jokingly pats the criminal's chest. "You're not seriously trying to tell me you didn't know Norman Osborn and the Goblin are the same guy. _Everybody _knows that."

"HUH?!" Torchwick, as well as Neo, react in utter shock from learning the truth about Norman Osborn and that they've been duped this entire time.

"Time for some self-reflection, Slowwick!" Spidey quips, as he swings out of the warehouse and leaves the criminals webbed in their own warehouse.

* * *

**Back at Goblin Island…**

"_**NOOOOOOOOOOOOO!" **_Goblin yells furiously after returning to his island, only to find the interior of his laboratory complex in shambles and all of his men, including Merlot, are either knocked out or webbed, _**"I've FINALLY regained control to come back to find SOMETHING to neutralize the side-effects of my Oz Formula, only to find all of my work is destroyed!"**_

'…_losing control…failure…' _His Goblin Demons taunts him with laughter.

"_**BE QUIET!" **_Goblin furiously grabs Merlot's head by mistake.

"What?" He remarks in scared confusion.

"_**Not you. Who did this? Who destroyed my lab and the Convergence Device?" **_Goblin angrily interrogates his partner.

"Spider-Man." One of his webbed goons answered for the doctor, "He took us all down. We tried…he destroyed everything. Said he was off to tell Torchwick about the fun you're having here."

"He stole data from the computer. It's only a matter of time until he learns about everything, including the Goblin Mech and the satellites." Merlot added.

'_Spider-Man did this…Torchwick and Cinder will come…inspect your work.' _The ghosts tell the mutated supervillain.

"_**They'll see…the improvements I've made to you and your friends." **_He ominously replies to his hallucinations.

"Who will see what? Can you cut us down now?" His goon asked.

'_Destroy EVERYTHING…leave no trace…' _The ghosts suggested.

"_**They're right." **_Goblin creepily grins as his hands ignite with flames, _**"I have to set a trap for Spider-Man…destroy all of the evidence before Cinder arrives! Including you…" **_He stares crazily at his minions.

"Osborn, wait, STOP! Wh-What are you doing?!" Merlot's eyes widen in fear as Goblin creepily approaches them with flaring fists of deadly flames.

"No! NO! NOOOOOOOOO!" The goon screamed.

Suddenly, the whole island is caught in a massive explosion that obliterates everything and everyone, reducing his own men into ashes and leaving Goblin Island as a fiery wasteland. Furiously, Goblin leaps high through the air with a monstrous roar as he yells, _**"PARKERRRRRR! YOU HAVE INTERFERED LONG ENOUGH! I'm coming to deliver punishment and kill everyone you care about in this world! Starting with those four girls!" **_He states, flying through the dark sky as a flaming projectile as he makes his way towards Team RWBY.

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: More and more of Goblin's master plan is now unfolding, and Spider-Man isn't going to allow it to succeed. Now you know why Goblin was a little angry at the end of last chapter because his secret plans and identity has been revealed to Torchwick, and soon Cinder and Salem. Get ready for the epic, multi-part showdown as Team RWBY has their first clash with Green Goblin, and soon the long-awaited rematch between him and Spider-Man. It will not end well for anyone.**

**Next time: Rage of the Goblin King! Team RWBY's battle for survival!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	37. Vol 2 Issue 8: Ultimate Rematch (Part 1)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Super-Skrull**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Damn it all! My island is in ruins and my Convergence Device has been destroyed by Spider-Man! He must've ratted out my plans to Torchwick! Soon, Cinder and Salem will learn who I am! Bah! I don't care about them for now! I must find Spider-Man and finish him! I will make you girls REGRET being friends of Parker! You are going to DIE!**

**BGM End**

* * *

_Vol 2 Issue 8: Ultimate Rematch (Part 1) – Battle for Survival_

**City of Vale**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3**

After burning down his own island, the cloaked Green Goblin had tracked down Team RWBY near the location where they just defeated their nemesis Torchwick in the Paladin mech. He finally confronts the meddlesome girls with his lowly growl as hot steam flies out of his mouth to intimidate them. The girls are standing across from the outworldly monster, cautiously staring at his weird physique and purple cloak as they wonder where he came from and how he knows Peter Parker.

"Wh-Who are you? And how do you know Peter?" Ruby finally builds the courage to talk to Goblin after the initial fright by his sudden appearance.

"_**What? Didn't Parker tell you the two of us have history? He LOVES keeping his secrets, even from his closest friends. I thought you girls have been searching for me all night. Here I am." **_The cloaked Goblin creepily replied.

"Are you…The Professor? Norman Osborn?" Blake responded.

"_**You're a smart kitty. Your owners have trained you well." **_Goblin mocks her, completely aware of her Faunus heritage.

"How dare you?! Don't treat her as a pet! She's our friend!" Yang angrily retorts at the Goblin, defending her partner from his mocking.

"_**Silence!" **_Goblin shuts her up with a scowl._** "You four are ANTS to a dinosaur! Now I ask you again: Where is Parker?! That boy has been a thorn in my side for YEARS and is now trying to ruin my special projects! The NERVE of him! I will make him suffer, and obliterate him!" **_He scowls, still furious at Spider-Man for ruining his island and learning of his plans for the dimensions.

"Even if we DID know where he is, we'd never tell you! We're not going to allow you to hurt our friend!" Weiss declared.

"_**Why protect that child when his very existence is making your lives miserable? Has he not told you that his own blood was used to enhance my Devil's Breath virus?" **_Goblin calmly asks the shocked heiress.

"What? You're lying! What's so special about his blood?" She retorted.

Goblin replies while making ominous gestures with his hands to look a little dramatic, _**"He REALLY hasn't told you anything? His deepest darkest secrets? That boy, Parker, is neither Human nor Faunus. He's something greater, and something more dangerous. He is one of the few who possesses limitless potential AND limitless danger. You don't know him the way I do. We are destined to be the two sides of the same coin. I am responsible for making him who he is today, for I am his superior. His creator. His god…" **_He grips on his cloak before dramatically throwing it away to reveal himself in all his demonic glory, frightening the girls of his true self, _**"GIVE INTO DESPAIR! I am the ultimate emperor of destruction! I AM THE GOBLIN KING!" **_He yelled arrogantly with a malicious grin.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Scorpion #1**

"G-Goblin…" Ruby stutters in fear and shock.

"King…?" Weiss remarks with a stunned expression.

"Junior mentioned a Goblin…This is him…?" Yang remarks, feeling a frighten chill blowing deep in her spine as she didn't know Osborn was Goblin all along.

"Goblin…Does he know Peter is Spider-Man?" Blake mutters to herself, getting herself ready for the fight of her life.

"_**Tell me, you worthless pieces of trash…Are you ready to pay for Parker's sins?" **_Goblin's fiery aura starts flaring calmly around his body, as his power combined with his restrained anger is causing a slight earthquake in the battlegrounds that is terrifying the girls to the point of not saying a thing, _**"If ONLY Parker would stop hiding his pointless secrets, he would be here by your side to delay the inevitable. How tragic. Although it is much more tragic for me." **_He says with a frightenedly calm face, _**"First him, but now you contemptable lowlife trash want to snoop into MY business? This is a must unforeseen result. But it is no matter." **_He scowls, lifting his right hand up and clenching it with intense rage and hatred for his enemies as his fiery aura get more intense with every second, _**"Because you will pay!" **_ The earthquake is getting worse and worse, as the dark clouds suddenly cackle with thunder and lightning strikes.

"Uwaaaah…" Ruby shivers while struck with absolute fear.

"Yaaaah…" Weiss is too frightened to say anything.

"Waaah…" Blake stutters as she is too horrified by his coming declaration.

"Aaaaaahh…" Not even Yang has anything to quip about, as fear has taken control over her own body.

Suddenly, Goblin's aura explodes with absolute rage and malice, cracking the ground large and wide as his explosive aura grows massive and nearly blows away the girls as he yells at them, _**"YOU FOOLISH INSECTS ARE GOING TO PERISH! I WILL MAKE SURE OF THAT! DON'T BOTHER TRYING TO ESCAPE! YOU ARE GOING TO DIIIEEEEE!"**_

Goblin wastes no time as he makes an explosive fiery rush at Ruby at high speed, grabbing her by the neck and slamming her through several pillars in the vicinity out of sight. "RUBY!" Weiss shouts in concern for her partner, until Goblin comes for her next. She blocks one of his punches, only to quickly get overpowered and slammed into the ground with enough force to leave a massive crater upon impact, temporarily knocking her out of battle. Blake shoots at the madman from a safe distance until she was blasted away by a speedy fireball to the face.

"THAT'S ENOUGH, you green freak!" Yang furiously dashes at the monster and proceeds to pummel him with a flurry of powerful blows. Goblin blocks one of her punches before grabbing her frighten head, and then monstrously hurls her through the highway, causing massive traffic in the process. Goblin stomps into the highway, roaring as he demolishes everything in his path towards Yang to scare the drivers.

Goblin laughs while trading blows with the blond brawler on the highway, _**"This brings back so many memories, though I was never this physical with Parker's first love." **_He taunts her about the death of Gwen Stacy.

"You did WHAT?!" Yang lunges at Goblin with a furious punch, only for roaring Goblin to smash a large hole into the highway with a powerful explosive punch, blasting the brawler through it and crashes back down below the highway.

"_**So close to being a NECK-SNAPPER!" **_Goblin cackles crazily as he lands near the weaken Yang to finish her off.

"Ladybug!" A sudden Ruby shouts from the sidelines.

"_**Hm?" **_Goblin turns his curious head to Ruby and Blake dashing towards him at high speed, slashing and switching back and forth repeatedly to keep him at bay for Weiss. The heiress bounces off a glyph into the air and bounces off another towards Goblin as she prepares to thrust her rapier at his forehead. _**"BURN TO OBLIVION!" **_Goblin charges flames around his body to protect himself from the Ladybug duo's annoying attacks, before exploding with a gigantic fiery sphere that consumes and blasts all three shocked Huntresses away and watches each of them crash on the pavement.

Weiss groans through her pain as she slowly recovers off the ground, only to hear Goblin's frightening voice, _**"SCHNEE BRAT!" **_She stares at him as he's about to pick up the ground beneath him, _**"I will finish what my Devil's Breath could not! I will destroy your family and take your father's company for myself!" **_He ruptures the ground, sending a flaming wave of violent earth rushing towards the heiress.

Thinking quickly, Weiss uses a glyph to bounce herself to safety away from the flaming wave, "That's never happening, Osborn!"

Before Goblin could assault the heiress, he is suddenly under assault by Blake. He tries to attack her, only to realize he attacked her shadow as the real Faunus continuously uses her Semblance to her advantage to confuse and swiftly attack him. "What are you planning? What do you know about Peter?" Blake asks while fighting Osborn.

"_**That his bad luck is a magnet for naughty black cats. Do you have any 'feelings' for him before you betray his trust?" **_He asks, verbally stunning Blake for a quick second before she is viciously punched across the area. _**"I am the bane of Parker's existence. His nightmare given life, and will be responsible for his DEATH." **_He claims evilly and disturbingly.

"Not while we're still here to protect him! Freezer burn!" Ruby shouts nearby, commanding Weiss and Yang to team up.

Weiss creates a circle of ice, which Yang quickly smashes with her gauntlets, creating mist around the mutated supervillain. Goblin scoffs, standing still and remaining calm while the girls circle him, _**"Humph! Another team move. What's the point when I can smell your individual fear? Typical of you lower specimen, banding together to mitigate your weakness. Numbers will not aid you. Trusting each other will only lead to your downfall." **_He claims.

"I beg to DIFFER!" Yang lunges through the mist with her activated Semblance, unleashing a full-powered punch directly to his face, sending him flying through the smoke and skipping repeatedly on the ground before finally coming to a complete stop.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom Fights Silver Sable**

"Woohoo! Awesome, Yang! Direct hit!" Ruby cheers victoriously for her sister seemingly defeating Goblin.

"Nice one! That showed him!" Weiss cheers with a victorious smile.

Yang cockily smiles as she tries to act cool and rubs underneath her nose with one finger, "That was _almost _difficult. For some 'all-powerful king' no one has never heard before, you really _sucked _forcing a few kids to kneel."

But suddenly, to everyone's shocking surprise, they hear the knocked down Goblin letting out a creepy, highly disturbing evil laugh, _**"Hehehehehe…Hahahahahaha! AAHAHAHAHAHAHAHAHA!" **_He laughed madly as he creepily stands, looking completely unscathed from Yang's last devastating blow.

"That's creepy. Usually the people I punch down don't normally stand up laughing maniacally." Yang quips with an unnerved expression on her face.

"_**That was a good little warm-up, wouldn't you agree? You're not half-bad for Parker's little sidekicks." **_Goblin mocks the girls.

"Sidekicks?! We're his teammates!" Weiss angrily retorted.

"_**And yet, he's stronger than the four of you combined! He just likes to hold back to stay at your pathetic level. He's smarter, more resolute. He damn near killed me once upon a time if his morality didn't kick back in. He could be the most dangerous boy on the planet if he'd stop fighting for 'hope' and 'justice'." **_Goblin teases them about Peter's abilities, just as he takes out a red ISO-8 crystal from his pocket with his hand to show the girls.

"What is that? Is that Dust?" Ruby questions the cosmic crystal.

"_**Oh, this? Usually it can be used as a little pick-me-up. In your special case. I'm going torment you with its power. Deprive you completely of hope. Watch closely. There is no other power like this in the universe!" **_Goblin absorbs the energy from the ISO-8 crystal, enhancing his already frightening power to another level, letting out a terrifying roar as a faint "X" symbol glows out of his body, before he is surrounded by a cosmic green, fiery aura that exploded out of his body.

"That's…an X-Aura?!" Blake reacts in shock.

"I thought Peter was the only one with an X-Aura!" Ruby remarks in surprise.

"_**You don't pay attention, do you?" **_Goblin starts mocking the young leader and her team, _**"We're the same, me and him. Anything he can do, I can surpass. He's afraid of his own power, while I embrace it to its fullest potential! And I will use it to make you four REGRET the day you wanted to become Huntresses!" **_The X-Aura-powered menace slowly approaches the terrified girls with every menacing claim he made, as he then asks with an unnerving grin, _**"Ready for round 2?"**_

**BGM End**

* * *

**Meanwhile with Spider-Man…**

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

Unaware of Goblin's vicious assault on his friends, Spider-Man rides back to Goblin Island on his Extreme Gear as he got the feeling check up on a few things. As he approaches the island, he was horrified to see everything is in flames, from the beach all the way to the laboratory complex. "Oh, boy. This is not good…" He mumbles.

He lands near the entrance of the burning laboratory and carefully walks in to find any survivors, "Uh, hello? I know you guys probably don't want to see me again after I webbed you up and all but I wanted to make sure you were…_alive_." He stops dead in his tracks, as he has just found the burning corpses of Merlot and most of Goblin's very own henchmen. He stares somberly at their corpses, clenching his right fist with silent rage that Osborn was heartless enough to kill his own men, "Osborn…Goblin…these people may have been criminals but…they didn't deserve this."

Faintly, he hears the sound of airships arriving on the island and runs out of the building to see several Atlesian airships in the sky, with one of them landing near Spider-Man. He soon sees General Ironwood, and for some reason Penny, walking out of the hatch alongside several soliders that are quick to investigate the ruins.

"General Ironwood. And Penny? What are you doing with the military?" Spider-Man asks the android.

"Salutations, Spider-Man." Penny happily greets the webslinger.

"Spider-Man, what happened here? One of my ships detected an explosion that went off at the edge of the kingdom in this area." Ironwood asks the hero.

"It was Goblin." Spidey answers with a serious tone. "He destroyed his own base and killed his own men to hide any trace of his whereabouts." He said, shocking the general and the android.

"He…really did that?" A horrified Penny responds in shock.

"It gets worse. For some time, Goblin has been visiting other dimensions to recruit more men for an interdimensional invasion on this world. After he was done in those other dimensions, he destroyed them." Spider-Man added.

"He destroyed other worlds?! How is that possible?!" Ironwood responds in shock of his own.

"It was with the ISO-8. The Neutronium I told you about that he used to enhance Devil's Breath. When enough is harness, taking over or destroying an entire dimension is as easy as filling a plate with cereal and milk until it gets all gross and disgusting until you decide to throw it away. Probably not my best analogy, but you get the idea." Spidey quipped.

"We have to find Goblin STAT! His presence is endangering our entire world!" Ironwood responds determinedly, wanting to arrest Osborn now more than ever.

"I destroyed the device that allowed him to travel dimensions, so we're safe for now. But if I know Osborn, he won't give up that easily and will continue planning in the shadows until he's ready for a possible secret invasion." Spidey stated.

For some strange reason, his Spider-Sense suddenly alerts him to massive trouble happening in the city, far away from his current position, _'Spider-Sense tingling…to something that far away? It's never been that powerful before. My powers are fluctuating again. This intense rage I'm feeling. Who could this be?' _He then silently grits his teeth as he snarls, _'Osborn…'_

Spidey quickly grabs his Extreme Gear and throws it to the air to hover in place as he jumps onto it, "Sorry to web and run, but I have something else to take care of. I'll leave you guys here." He says his goodbyes to the general and Penny before immediately boosting through the air, flying determinedly at his top speed towards Osborn's location.

**BGM End**

* * *

**Meanwhile with Team RWBY…**

**BGM-Spider-Man: Web of Shadows OST-Mega Venom**

"_**Die!" **_The X-Aura-powered Goblin ruthlessly strikes down Ruby and Weiss into an abandoned building with his flaming punches, as they have taken their tense battle to the ruined portions of Vale, _**"Diiieeeee!" **_ He then brutally punches Blake away before immediately punching Yang in the face, grabbing her by the neck and throws her into the ground before kicking her towards her other teammates, _**"DIIIIIIIIIEEEEEEE!" **_He opens his mouth as he charges a fireball, then fires it as a super powerful wave at the girls.

Weiss quickly uses a glyph to bounce herself and her teammates away from the gigantic breath blast, as it obliterates an entire building. "Hey! How 'bout you give us a handicap!?" Yang angrily shouts at the invincible monster.

"_**Is that another word for coffin?" **_Goblin smirkingly quips, smashing the ground with his fists to create a massive crater, causing the girls to tumble toward him for a quick pummeling that knocks them away while he cackles devilishly.

"Something's wrong…Our attacks aren't working anymore?! I know they're connecting…" Ruby remarks, panting exhaustedly from their losing fight against Goblin.

"That weird crystal and his X-Aura…He's too strong! We're teaming him and we're still losing…!" Blake commented.

"We need to call Peter! He's the only one who seems to have beaten this freak!" Weiss highly recommended.

"Why?! Osborn's after him!" Yang retorted, declining that horrible idea.

"He'll still come after him if he kills us! We need him, or somebody! Anybody!" Weiss remarks, highly concern for their own survival.

"_**What a shame…Clearly, you four are a disappointment…I should have ended this much sooner than I did." **_Goblin express his mocking disappointment of their abilities.

"We need to retreat!" Ruby commanded.

"Got it!" Weiss fires a fireball at the engine of a nearby car, causing a massive explosion and blinding smoke that separates them from Goblin, granting them the chance to retreat as the mutated criminal walks through the smoke.

**BGM End**

"_**Fleeing like cowards. And you call yourselves Huntresses." **_Goblin mockingly laughs at the fleeing students.

* * *

**An Abandoned Building**

The battered and damaged Team RWBY managed to escape into an abandoned office building, acting as their temporary safe haven. Each of them have a silver of Aura left as they sit down and lean their bodies on a wall to rest and recover their strength.

"You okay, Ruby?" Yang worriedly asks her little sister.

"I'm okay." She pants tiredly, trying to catch her breath. "You?"

"A little scared and a little beat up, but hey, we're still alive. There's victory in that." Yang tiredly quips, clenching onto her aching arm.

"What the heck did Peter do to tick off Goblin? How're they bitter enemies, and why has he never told us he's a monster?" Weiss asks several questions that her friends have no clear answers.

"From what we experienced, I can think of a few good reasons why he never told us his dead best friend's dad is a mutated homicidal maniac that wants to kill everyone." Yang quipped.

"But why fight someone more dangerous than Torchwick _alone_? We're a team. He's gotta quit with the solo act. What else has he been hiding from us?" Weiss asked.

Ruby frowns, staring at the floor somberly replying, "Goblin said Peter has been keeping secrets that could get us killed. Said he's neither human nor faunus…What could he be?"

"Whenever his X-Aura goes wild, his eyes _does_ turn red like Yang's but more 'beasty' and grows fangs. Maybe he's some mutated faunus like that monkey creep Spider-Man fought?" Weiss speculates.

"I don't think that's the case…But he has been acting weird lately, moreso than usual." Yang discuss.

Ruby looks at Blake, who has been quiet during the whole conversation and shyly turns her head away from the speculation. "Blake…do _you _know what Peter's hiding?" Ruby asks her teammate, as everyone else stares at the faunus.

Blake refuses to say a word, as she doesn't want to betray Peter's trust any more than she already has and reveal his identity as Spider-Man, but the pressure is quickly getting to her by the concerned stares of her friends. "Blake, just tell us. If we can accept you as a Faunus, then we can understand whatever Peter is hiding. What is it?" Weiss asks her friend sincerely, wanting an answer right away.

Feeling she has no other choice, Blake gathers the courage to calmly reveal Peter's secret to her friends, "Peter…He is…"

"_**Ahahahahaha…" **_Suddenly, Blake was cut off by Goblin's faint laughter, meaning the monster has infiltrated their safe haven.

"Goblin. Hide." Ruby whispers to her friends, as they quickly find someplace where they can hide from his menacing eyes.

**BGM-Spider-Man 3 (Game) OST-Lizard Tension #1**

"_**Girls, where are youuuuuu?" **_Goblin tauntingly calls out for them, wandering around the building for his targets with his X-Aura turned off, _**"Ruby. Weiss. Blake. Yang. Come out, come out, wherever you are." **_He walks through a ruined part of the building, where the girls are hiding desperately in the upper floor through a hole in the ceiling, _**"How much do you love your families, girls? From the research I've done, they all sound like nice people." **_He teases the idea to threaten their families, which silently enraged the girls to the core, _**"With you four wasting your time training at Beacon, I bet they're feeling so lonely. How about if I pay each of them a visit? Keep them COMPANY?"**_

"LEAVE THEM ALONE!" Team RWBY lunge out of their hiding spot and furiously ambush Osborn at once with enough force to smash him through a wall.

"_**That's the spirit." **_Goblin quips, glad that his heartless taunting brought them out into the open.

"STAY AWAY FROM OUR FAMILIES! You hear us you monster?!" Ruby yells, as the girls blindly rush to attack him again, only for Goblin to deflect them aside with a powerful fire wave that blasts them through a wall of their own.

"_**What about your friends in Team JNPR, child? Should I visit them too?" **_Goblin taunts her, smirkingly cracking his neck, _**"Beacon sounds like a nice school. If my son attended it, he would still alive, unless I visit the school myself and cause an 'accident'." **_

"How could you talk about your own son that way? Weren't you sad when he died?" Weiss asks the heartless monster.

"_**Harry was a disappointment. I felt no remorse after I killed him." **_Goblin retorts, casually revealing he killed his own son to the flabbergasted girls.

"YOU KILLED YOUR OWN SON?!" Weiss yells in horror and shock.

"You're lying! You loved your son, Norman. No father should ever kill their own child." Ruby told him.

"_**Norman? What're you talking about? I am the Goblin King!" **_Goblin furiously charges and grabs Ruby, slamming her to the ground, _**"Love?" **_He brutally punches Weiss away, _**"Love is a weakness!" **_He then viciously backhands Blake out of his sight, _**"The Goblin King has no weaknesses…" **_He then violently elbows Yang to a wall, _**"Because the Goblin King loves NO ONE!" **_He surrounds himself in a fiery sphere before unleashing a huge explosion that obliterates that section of the building, blasting the girls out through the walls and crashing onto a sandy construction yard near the building.

**BGM End**

**BGM-Mega Man Maverick Hunter X OST-Encounter with Sigma**

"_**Hahahahahahaha! Pitiful." **_Goblin lands in front of the beaten girls, lying on the ground nearly unconscious with their Auras completely shattered, _**"Do you see now, how powerless you TRULY are?" **_He mocks the defeated students.

Though severely wounded and with a depleted Aura, Ruby desperately reaches for her scythe inches away from her as she hasn't lost the will to give up yet. Unfortunately for her, Goblin intends to break that annoying will of hers as he stomps a foot on her scythe, cracking it and preventing her from reaching for it, _**"Weep not for your failure, child. Your deaths will help carve open a path to the new world I am creating. Right after I destroy this worthless dimension." **_He charges a fireball in his hand, preparing to kill Team RWBY once and for all, _**"Serves you right, children! Serves you right, PETER PARKER!" **_He laughs maniacally as he's about to finish them.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-The Golden Age**

"All you megalomaniacs have such a weird sense of humor!" A familiar quipster catches everyone's surprise attention, most notably Goblin's.

"_**What?!" **_Goblin retorts in shock, until he was suddenly hit by an Extreme Gear that smashes him through a wall into a building.

"That Gear! Peter?!" Yang remarks in shock, recognizing that board belongs to Peter.

But to the girls' surprise, it wasn't Peter that saved him, but the amazing Spider-Man dropping into the fray with a dramatic landing pose and a serious glare towards Goblin's direction. "Huh?! Spider-Man?!" Ruby reacts in a combination of surprise, happiness, and utter relief the city's greatest hero has come to save them.

"Ruby! Are all of you alright?!" Spidey asks them.

"Yeah! We're fine! Thanks for the save!" Ruby replies with a relieving smile.

"Good. Get some rest. _I'll_ finish off Goblin!" Spider-Man commands them to take a break, as he plans to defeat Goblin by himself.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Morbius Theme**

"_**Hmhmhmhmhmhm, finally! I've been looking all over for you, Spider-Man…" **_Goblin sinisterly chuckles as he walks out of the wall he was smashed into, throwing aside his airboard as he menacingly confronts the webbed hero, _**"Or is it appropriate I call you, Peter Parker?" **_And with a devious smirk plastered on his muzzle, Goblin was heartless enough to purposely reveal his secret identity to Peter's teammates.

"H…Huh…?" Ruby's eyes widen in utter shock and total surprise, just like the rest of Team RWBY, as all of them, minus Blake, have finally learned in the most cruel way that their teammate. Their co-leader. Their mentor. And most importantly their friend Peter Parker, is the Amazing Spider-Man.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Gotta end this chapter with a cliffhanger, and what better cliffhanger is Goblin being a total asshole and tells Peter's friends his secret identity after nearly killing them. The battle between Team RWBY and Goblin was just the warm-up. Now the main event will begin as it's time for the long-awaited rematch between Spider-Man and the Green Goblin.**

**reader: I'm not doing any Olympics stuff. That's too weird even for Marvel and RWBY standards.**

**Next time: Ultimate rematch! Spider-Man vs. Green Goblin!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	38. Vol 2 Issue 9: Ultimate Rematch (Part 2)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Osborn's crazier than ever. To hide evidence of his whereabouts, he burned down his whole island and killed his own men. Now I'm sensing he's somewhere in the city. Huh? Why were the girls fighting Goblin? And did he seriously have the nerve to tell them my secret identity after nearly killing them? That's it, Osborn! You've crossed the line this time! You're going down!**

**BGM End**

* * *

_Vol 2 Issue 9: Ultimate Rematch (Part 2) – Rivals Clash_

**City of Vale, Abandoned Construction Yard**

**BGM-Mega Man Zero 3 OST-Curse of Vile**

"Peter…is Spider-Man?" Ruby remarks with a surprise expression on her face, as the rest of the wounded girls of Team RWBY have learned the shocking truth of Spider-Man's secret identity after nearly being killed by his arch-nemesis, Green Goblin.

"I had no idea…" Yang responds, almost at a loss for words to learn her new boyfriend is a superhero.

"That explains SO much." Weiss remarked, not sounding too surprised and a little annoyed by this secret.

Spider-Man stands in front of his friends, across from the chuckling and smirking Goblin as they confront each other. _'There's that wonderful Parker Luck rearing it's annoying head again.' _He mentally quips, _'I just saved the world from a possible interdimensional invasion led by Goblin, and what is my reward? My friends were nearly killed by him and told them my secret identity just to be a jerk. How the heck did they run into Goblin in the first place? Don't tell me they were looking for him after I told Blake about Norman Osborn possibly being the Professor. I should've been here sooner. This is all my fault.' _He blames himself for this mess.

Weiss stares at Blake next to her, who looks very ashamed that Peter's secret is revealed to them. "Blake, were you going to tell us that Peter was Spider-Man this whole time?" The heiress asks her.

"…Yes." Blake shyly answers, looking away from her friend.

"So you kept another secret?! Why didn't none of you told us sooner?!" Weiss retorts, sounding a little angry and annoyed.

"Don't be angry at her. You should be angry at me. I didn't want any of you to know for your own protection." Spidey responds to the heiress.

"All the good that did." Weiss retorts, glaring at the webhead.

"_**You girls weren't the only ones who was shocked to learn Parker is Spider-Man." **_Goblin speaks up, as all glares are on him now, _**"When Spider-Man started to become a bothersome pest in my operations, I made it my sole mission to destroy everything about him, starting by discovering his secret identity. It surprised me at first, but the more I thought about it, the MORE it made sense. It was OBVIOUS! YOU and my son! ALWAYS there! ALWAYS in my WAY!" **_He ruthlessly lunges at Peter, trying to punch him to the ground, only for the webhead to dodge his attack and counter with a powerful swift kick that slides him back to the edge of the construction yard.

"What you've done is unforgiveable, Goblin!" Spidey angrily shouted.

"_**What? Telling your best friends your most dangerous secret?" **_Goblin remarks with a devious smirk.

"Not just that!" Spidey angrily flaunts his arm aside, "I KNOW what you've been up to! You've been trying to create an army of goblins to make yourself unstoppable! I met up with one of your monkeys downtown." He revealed.

"What do you mean?" Ruby asks him.

Spidey explains to the girls, "For months, Goblin has been secretly building his own criminal empire calling themselves the 'Goblin Nation' to take over the world. He went under the alias 'The Professor' to _use _Torchwick to further his own twisted goals, infecting criminals like the White Fang with his Goblin Formula to join his own organization and commit crime around the world. Mach-X. The Elementals. Devil's Breath. They were all distractions while Osborn continued working on his ultimate weapons for world domination. He's been playing us for fools all along!" He stated, shocking the girls as they have learned Goblin is the kingdom's true villain, not Torchwick.

"_**You've been doing your homework." **_Goblin quips with a sinister grin._** "I am finally achieving my dream becoming the most powerful crimelord in the world, uniting every gang imaginable under my leadership! It hurt my pride working under Torchwick and his associates, but in the end, they proved useful to MY cause by unknowingly handing me White Fang soliders to build my own army."**_

"You madman! The White Fang may be criminals, but even THEY don't deserve to be corrupted and KILLED by your hands!" Spidey angrily retorts.

"He WHAT?!" Blake reacts in surprise to learn her former group is slowly being corrupted and killed by the Goblin.

"_**Anyone who disappoints me will be eliminated. That is why I burned down my own island to erase any trace of failure." **_Goblin calmly says with a scowl.

"What about the people in those other worlds?! I can't BELIEVE you were crazy enough to use ISO-8 to commit dimensional genocide!" Spidey retorts, continuing his heated argument with Osborn.

"Other dimensions? ISO-8?" Yang remarks, tilting her head in confusion as she has no idea what he's talking about.

"What are you talking about?" Weiss questions the webhead.

"_**Me and Parker are NOT from this universe, children. We are from a parallel dimension, born on a planet called Earth. It's like Remnant, but bigger, to say the least." **_Goblin answered, revealing the existence of the multiverse to the huntress girls.

"Other worlds? I am _so _confused." Ruby remarks.

"Peter never told me that." Blake stated, just as confused as her teammates.

"This world is innocent! It has no business to get involved in our fight!" Spidey argues with his nemesis.

"_**Too late for that. Remnant has become such a nice secondary home I plan on conquering it along with Earth. My Goblin Nation will use the power of ISO-8 to destroy all of my enemies in both dimensions! No one will stop me!" **_Goblin proclaimed.

"You plan to take revenge on every person…every living being…in both our entire universes? You're completely mad! I'm putting a stop to this right now!" Spidey declares, ready to stop Goblin once and for all as he gets himself ready for battle.

"_**Put a stop to what? Each kingdom is already under my control." **_Goblin claims with a calm chuckle, _**"Our old worlds have decayed and rotted. I will usher in a new world to replace them! But, before that, Spider-Man, perhaps it's time for our final showdown!" **_He ignites his whole body in flames, surrounding himself in an intense fiery aura, _**"Now, come and get me! Give me a good fight, like you ALWAYS do!" **_He grins, getting into position to battle his arch-nemesis to their ultimate rematch.

**BGM End**

**BGM-Spider-Man (Movie Game) OST-The Green Goblin**

Goblin starts off their intense rematch by unleashing a barrage of fireballs at Spider-Man, who quickly uses his acrobatic skills to dodge them all. _**"It's been months since our last conflict…" **_Goblin states, as Spider-Man flips forward with a kick to the face before it was grabbed, _**"Barely remember how fun it was to crush you…" **_He then slams the webhead on the ground repeatedly, _**"But it's ALL coming back to me now." **_He slams him one more time and tries to smash him to pieces, only for the webhead to dodge away with a flip.

"Yeah, it's coming back to me too. Check out my new toys to embarrass you." Spidey quips, firing electric webbing that painfully electrocutes Goblin. He webs his whole body, leaving him vulnerable to a brutal and relentless Crawler Assault, "This is for what you done to my team! To those other worlds! And to your own SON!" He smashes Goblin onto a truck before firing two weblines across from each other to the ground, each ripping off a large chunk of concrete as he jumps to the air, combining them both to a mighty ball of webbing that crushes his foe, causing the truck to blow up and consume the madman in a huge explosion.

Spider-Man lands in front of the flames before he sees a faint "X" symbol glow out of them, as Goblin menacingly walks out of the fire with his X-Aura activated. _**"Evolution requires sacrifice." **_He darkly responded.

"You have an X-Aura?" Spidey remarks in shock.

"_**Only evolved metahumans like me and you can attain this magnificent power." **_Goblin replied.

"Peter's a metahuman? What's a metahuman?" Weiss questioned.

No one answers her question as the X-Aura-powered Goblin is too busy charging his fist with massive energy and roars as he delivers a punch in the air towards Peter's direction, triggering a massive explosion that blows up half of the construction yard and sends the screaming webslinger flying out of the arena, with Goblin in hot pursuit.

"PETER! Come on, we need to catch up to them!" Ruby says as she starts running out of the construction yard.

"Why? So we can almost die again?" Weiss remarks, begrudgingly following the rest of her teammates to catch up with the epic battle between Spidey and Goblin.

Meanwhile with Spider-Man, he crashes onto a car somewhere in the ruined section of the city. He rubs his aching head until his Spider-Sense alerts him to Goblin leaping towards while surrounded with a fire shield. He tries to drop down to punch Spider-Man, but he flips away and grabs a car with his webbing to swing at Osborn, only for his shield to obliterate the car and protect him from the explosion. _**"FIRE! Let's bring more fire into this heated battle!" **_Goblin laughs, gathering flames in both hands and combines them into a single powerful sphere and lifts it above his head before launching it at Spider-Man.

Spider-Man dodges the attack and the followed explosion as he lands next to a fire hydrant. He sees Goblin rushing towards him and quickly rips open the hydrant and uses his hands to direct all the streaming water onto Osborn, drenching his fire shield and weakening his power, "Cool it! You look thirsty, Norman. Drinks are on me!" He quipped. Once he sees Osborn is weakened enough, Spider-Man activates his X-Aura and lunges forward to brutalize him with his strongest punches, "Don't know when you unlocked your X-Aura, but I bet I'm more experienced with it!" He quips, as he creates two web hammers, dual-wielding and infusing them with his own Aura to ruthlessly assault Osborn, smashing him from the ground to other cars.

"_**Possibly." **_Goblin responds, using his flaming fists to deflect his hammer assault, _**"But I'm not afraid to use my X-Aura to its fullest potential!" **_He brutally smacks Peter with a flaming punch, lighting him on fire as he hurls him to the air through the upper levels of a tall skyscraper, causing a massive explosion that causes the top half of the building to slowly collapse.

Inside the collapsing building, Peter quickly notices it's about to collapse and jumps out through an open window. As he dives down from the falling debris, he spots Goblin leaping towards him angrily. With a loud battle cry, he grabs a chunk of debris with his webbing and throws it at Osborn, staggering him for a moment before the two trade blows while falling from a high altitude.

"_**Why don't you just give up?!" **_Goblin angrily asks with a punch to the face, _**"You are only delaying the inevitable for you and your worthless team!" **_

"Sorry, Osborn, but my team…they're like MY family!" Spidey throws a strong left hook, as his X-Aura grows bigger and stronger, slowly overpowering Osborn with powerful attacks while thinking of his friends' safety, "And if I gotta take you out to save them…then that's what I'm gonna do!"

Spider-Man encases his right fist with aura-enhanced webbing as he smashes his strongest punch yet directly down on Goblin's ugly face, causing him to scream as he crashes to the streets at blitzing speeds, causing a shockwave and forming a massive crater in the process. And before he had the chance to stand, he was brutally stomped in the stomach by Spider-Man as he jumps away and allows the falling building to utterly collapse on the surprise Goblin.

**BGM End**

Turning off his X-Aura, Spider-Man lands next to the large pile of rubble that buried Goblin and stares at it, sensing Goblin is still alive beneath it all. "PETER!" Ruby yells to get his attention, as Team RWBY finally caught up to him.

"Did you do all this? You really have been holding back this whole time." Yang comments on the amount of destruction caused by his battle against Goblin.

"Get out of here! It's not safe! It'll take more than that to keep him down!" Spidey orders them to run away while there's still time.

**BGM-Shadow the Hedgehog OST-Foolish Humans**

It wasn't enough time as beneath the rubble, a fiery explosion scatters the debris around the area as Goblin creepily stands up in the epicenter, confronting the heroes with the wounds he has suffered from his round with the wallcrawler. _**"Impressive, Spider-Man…It looks like you really do have the potential I had seen in you. Our potential is limitless…" **_He proclaims with a crazy grin.

"You think you have _potential_? You're insane, Goblin!" Spidey retorted.

"_**That's not what you REALLY think." **_Goblin remarks, earning an annoyed grunt from the webhead, _**"Heroes and Huntsmen say they believe in justice. But that's not true. You've only been LED to think that. Nothing more!" **_He proclaims.

"You're wrong! We're doing what we think is right!" Ruby argues.

"_**Same as me." **_Goblin responds with a grin, _**"I chose my path and you fools chose the way of the hero. And they found Spider-Man amusing for a while, the people of this kingdom. But the ONE thing they love more than a hero, is to see a hero FAIL, fall, die trying. In spite of everything he's done for your world, eventually they will hate him. Why bother?" **_He asked.

"Because it's right." Spidey answered.

"_**Here's the REAL truth, wallcrawler." **_Goblin responded._** "The teeming masses in the kingdom, the cities in each dimension, exist for the SOLE purpose of lifting the FEW exceptional people onto their shoulders. Me and you? We're exceptional. As an example, let me demonstrate what we exceptional people are TRULY capable of." **_He smirked.

"Say what?" Spidey remarks with a confused look on his face.

**BGM End**

**BGM-Pokemon Omega Ruby & Alpha Sapphire OST-Battle! VS Primal Pokemon Groudon/Kyogre**

Goblin chuckles evilly as he reactivates his X-Aura, then laughs maniacally as he encases himself in a large, swirling sphere of green fire that hovers in midair. The mutated villain continues to laugh, louder than ever, as the energy radiating off the fire sphere is causing the wind to scatter like crazy as well as an earthquake and a thunderstorm above their position. Team RWBYP were almost blown away by the flaming winds as they desperately hold their grip on the ground. They then stare at the flaming sphere in shock and fear when they see a mark suddenly appearing on it, the symbol of the Goblin Nation cross with a X.

"_**GURRROOOOUUUUUHHH!" **_Goblin roars monstrously, as he bursts out of his fiery sphere in an all new, terrifying form. He has transformed into a demonic entity with flesh made entirely of molten lava that is filled with green magma energy.

"Goblin, what have you done?!" Spider-Man retorts in horror of his horrifying transformation.

"_**I have taken the next step in evolution! I am on the cusp of evolving into a god! I AM THE IMMORTAL DEVIL GOBLIN!" **_Devil Goblin laughs devilishly, with his voice sounding more demonic than ever.

"Immortal?" Blake remarked.

"_**Correct, kitty. Like anyone with an Aura, they can unlock a Semblance. But when evolved beings like me unlock their X-Aura, they unlock their X-Semblance, granting me multiple abilities." **_Goblin starts explaining the abilities granted to him by his X-Semblance, _**"One of my new powers evolves me with ultimate potential, turning me into the ultimate being that you see now. Thanks to the ISO-8 coursing through my veins, I can now manipulate cosmic energy, possessing enough power to equal a miniature sun. And my other ability has turned me immortal. I can never die. I have become invincible! I have obtained the ultimate power! The power of a GOD!" **_He cackles arrogantly.

"So you're a goblinfied Firelord. Big whoop. And being immortal doesn't change anything. I've never been a fan of killing. Now I'm no longer afraid to beat you senseless!" Spider-Man leaps towards the transformed Goblin to punch him, only to get utterly blasted across the street by a powerful fire wave unleashed the monster's palm.

"Peter!" Ruby turns to him with a shout if he's okay.

"_**Lookie, brats." **_Goblin gets the girls' attention as he summons onto his hand a powerful lava ball with demonic eyes and a smile, _**"Let's play 'Catch My Devil Bombs'!" **_He hurls his new bomb at the girls, who were powerless to protect themselves and were blasted away from the huge explosion upon impact, _**"Awww, failure. I was hoping the kitty would've fared better." **_He cackles insanely.

"OSBORN! You sick freak!" Spider-Man yells, rushing back to combat Devil Goblin again. He activates his X-Aura and delivers his best assault of ferocious attacks on his transformed foe, and while he did do some damage, it was minor at best as a simple backhand slap was enough to smash Peter onto a nearby car.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom Fights Silver Sable**

Spider-Man falls off the car and faceplant the ground, tired and groaning as he doesn't have the strength to match Goblin's near-godlike power. _**"I can sense it, Parker." **_Goblin starts talking ominously as he looms over the weaken hero, _**"I can see it in your eyes you have been struggling to achieve your own evolution. You don't have to suffer any longer." **_He mystically summons a gun that fires syringes filled with the ISO-Oz Formula, _**"A quick dose of my ISO-Oz Formula should make you feel completely better and turn you into my ideal heir." **_He says, pointing his gun at Peter as he plans to infect him and turn him into his goblin heir.

"Get away from him…" Ruby slowly stands through the pain alongside her friends, after they survived his Devil Bomb and plan to stop him from infecting Spider-Man.

"_**Hm, I wonder?" **_Goblin gains a malicious idea judging from his devilish grin, as he points his gun at Ruby instead, planning to infect her.

Spidey horrifyingly figures out his plan as Goblin fires a syringe directly at the shocked Ruby. "NOOOO!" In the last second, Spidey intercepts, sacrificing himself for Ruby as he gets infected with the formula.

"Spider-Man!" Ruby shouted in horrified surprise that he sacrificed himself for her.

"_**Just as I expected." **_Goblin knew Peter was selfless enough to take the bullet for his surrogate little sister.

"Osborn…" Spider-Man struggles to speak, sitting on all four as he is desperately using all of his willpower to resist the formula.

"_**Stop resisting evolution or it will kill you. Now open wide and 'ahh'…" **_Goblin cackles heartless, as he hovers his palm over Peter and douses him with intense flames that cause him to scream painfully.

"AAAAAAAAAAAAAAH…!" Peter screams painfully and helplessly, as there is nothing he or his weakened teammates could do to stop the invincible Goblin.

* * *

**Meanwhile in Peter's Subconscious…**

The demonic Man-Spider beast that has been haunting Peter's mind for months starts to see a crack of light within the psyche caused by Goblin's torture and his corrupted formula. The Man-Spider doesn't seem to fear the formula, or Goblin, as it's not bothering him at all. Instead, he smiles at the opportunity it's giving him, _**"You've opened the door to me, Peter…a crack of light on my face that I never had before. Did you imagine I'd ever let you close it on me? We're going to be GODS in the worlds that have rejected and feared you for so long. We're going to tear them into BILLION pieces." **_His red eyes glow demonically as a big monstrous grin forms on his face, _**"I'm your inevitable conclusion. I'm the ultimate you. From a man to a spider. From the one…to The Other." **_He grins maliciously.

* * *

**Back in reality…**

Suddenly, Spider-Man's X-Aura activates on its own as it bursts wildly with incredible power, growing so out of control it forces the confused Devil Goblin to stop torturing him with his flames as he tries to grasp the situation. "His X-Aura is growing out of control! What's happening to him?!" Weiss asked.

"This happened before! Back in the theater!" Blake recalls a similar situation when Peter briefly lost control over his own aura.

"Osborn! I won't…let you get away…with this!" Spidey angrily says, struggling to keep himself in control as his wild aura is converting itself into a humanoid-spider shape.

"_**What?! This isn't from the formula! What's going on with you?!" **_Goblin retorts, as he's sensing something is changing within Peter, and it's not because of his formula but from something else that has already infected his body and mind.

"I can't…control…" Spidey's body is becoming used as a sort of endoskeleton, as his own red aura is slowly enveloping his entire body completely into something else. Something monstrous. Spidery. "NO! NOOO! NOOOOOOOOO_**ARRRRRRRRRGH…!" **_He yells, as his X-Aura burst into a massive explosion that knocks away both Devil Goblin and Team RWBY, unleashing a mighty shockwave that shatters every window caught in the vicinity and pierces the sky with a red beam of energy.

As the battlefield starts settling with dust, a new creature replaces Spider-Man in the epicenter of the explosion. It can only be seen as an ominous, glowing silhouette hiding within the smoke, sharing the same stature and physique as Spider-Man but with extra four arms and multiple, spider-like eyes that glow menacingly as the creature snarls like a true beast.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Spider-Man is succumbing to The Other's influence as it forcefully transforms him into a ferocious creature that only act on instinct (Think of it as that time he turned into Carnage in the Ultimate Spider-Man video game). Will this new power be enough to defeat Devil Goblin or will it also be used to endanger his loved ones? We're at the halfway point of Volume 2, and things will only escalate from here on out.**

**Xander: No.**

**Next time: Dark reflection! The Other's Awakening!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	39. Vol 2 Issue 10:Ultimate Rematch (Part 3)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Super-Skrull**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Parker put up quite a good fight, but even he was laughably powerless against my Devil form. Still, his potential is limitless and I tried to turn him into my perfect heir with the ISO-Oz Formula, but something happened. It awakened a mysterious power within him. My boy, aren't you just full of surprises!**

**BGM End**

* * *

_Vol 2 Issue 10: Ultimate Rematch (Part 3) – A Dark Awakening_

**Beacon Academy**

The dark thunderstorm that was created from Goblin's devil transformation can be seen all the way from Beacon Academy. In her dormitory, Cinder looks out through the window at the thunderstorm, staring at the lightning striking down from the ominous dark clouds with a smile. "This is my type of storm. An omen of what's to come for this kingdom. I can't wait until that day comes when the darkness falls." Her smiles then fall to a straight face as she starts pondering about something else of the storm, "And yet, I can't help but shake the feeling it's warning me of something else. What could that be?"

Her question might be answered as her Scroll rings and looks at it, noticing it's Torchwick calling her. She answers it and asks, "What is it, Roman?"

'_We might have a "little" problem. Spider-Man was snooping around in my old warehouse and webbed me and Neo to the wall. We managed to break free before the police arrived, but it looks like Spider-Man knows about our operations at Mt. Glenn.' _Torchwick informs his superior.

"He's becoming a troublesome bug…" Cinder responds, visibly irritated with the hero's constant meddling, "Contact Osborn and tell him that I want those Spider-Slayers completed immediately." She orders him.

'_That's the, uh, other little problem. Not sure if Spider-Man was joking about this, but apparently Osborn IS the Goblin!' _Torchwick informs her, silently shocking Cinder to learn that not only her outworldly associate is the Goblin, but realizes she has been used to further his own plans for world domination.

Silently, her face turns visibly angry as the imperfect Fall Maiden clenches her fist and shakes it furiously for being duped by Osborn as her plans are possibly in jeopardy. "Find them. _Both _of them! I don't care how! Eliminate Spider-Man and bring Osborn to _me_!" Cinder orders the crime boss to locate her worst enemies pronto, as she is becoming furious with their interference.

* * *

**City of Vale, The Industrial District**

The dust has yet to settle after the explosion caused by Spider-Man's wild X-Aura when Goblin infected him with the ISO-Oz Formula. Team RWBY survived the explosion, coughing and groaning as they stand to try and grasp the current situation, as well as the whereabouts of Spider-Man and Goblin.

"What just happened?" Weiss asks, staring at the dust cloud in front of the girls.

"I don't know, but I have a _bad _feeling." Ruby replies with a serious tone. She carefully approaches the dust searching for any sign of Peter, "Spider-Man?! Peter?! Where are you?! Are you okay?! Please, say something!"

**BGM-Super Street Fighter 4 OST-Evil Ryu's Theme**

"_**Gehehehehehe…" **_A monstrous laugh that sounds nothing like Peter or Goblin emits from the dust. Ruby stands before it as her eyes widen in shock and fear, taking a step back and accidently falling on her butt when she sees a monstrous Man-Spider creepily walking out of the dust. It's stature and physique seems to resemble Spider-Man, but his body is being used as a sort of endoskeleton as a red layer of energy envelops him entirely with a large black spider-emblem that resembles the one from his Black Suit. Obviously, the Man-Spider looks very spider-esque possessing six red glowing spider-like eyes, has six arms, claws and monstrous fangs.

Team RWBY are taken aback by this frightening and feral monster approaching them as they are in absolute disbelief that is their friend mutated. "Oh my god…That can't be…" Blake remarks with her eyes widen in horror.

"_**YOU! PARKER!"**_

The Man-Spider and the girls turn around to see the dust settling, and to see the immortal Devil Goblin standing on the other side looking as demonic as the mutated Spider-Man confronting him. _**"Guuuuuaaaaaaaah!" **_Man-Spider roars monstrously at Goblin as he constantly emits his dark red X-Aura.

"_**Finally, my boy." **_Devil Goblin grins malevolently, while constantly emitting his own dark green X-Aura, _**"You have succumbed to your evolution. The darkness has transformed you into my perfect heir." **_

The energies emitting from two dangerously powerful X-Auras is causing the thunderstorm to grow more chaotic, as lightning continuously strikes and rain lightly pours down onto the city as the fight between two demonic metahumans begin. _**"GRAAAAAAH!" **_The Man-Spider extends one of his arms with his aura to grab a car from across the street, hurling it at blitzing speeds towards Goblin. He dodges it, but the car instead destroys a fire tank that blows up a building, causing the debris to collapse on top of the surprised Goblin.

Buried beneath the rubble, Goblin unleashes a burst of energy that scatters them off his body. But just seconds after freeing himself, he was under a ferociously relentless assault from the Aura-Spider, as the creature delivers a feral combo of punches, kicks, and claw swipes so fast it would appear he's teleporting. _**"So fast!" **_Goblin states, as he gets ruthlessly punched onto a building, then immediately gets webbed as the Man-Spider slams him across the street before brutally punching him with three arms, launching the mutated criminal as he's sent flying high through several buildings screaming in pain and surprise.

"_**GUURAAAAAAAAH!" **_Parker roars monstrously, before leaping high through the air pursuing Goblin.

Team RWBY were left utterly horrified from witnessing Peter's monstrous transformation and pulverizing Devil Goblin, when moments ago he had them totally outclassed with his godlike strength. "That…couldn't have been Peter. What has happened to him?" Yang remarks with a horrified expression on her face.

"Blake, what other secrets was Peter hiding from us that might be related to…whatever he just turned into?" Weiss asks the faunus.

"Peter told me he's been having trouble controlling his powers. Said they were mutating because he had a vision of a 'Man-Spider' trying to control him." Blake answered.

"And this must be the result of him losing control." Yang remarks somberly.

"Then we have to help him!" Ruby rushes without a second thought towards Peter's location.

"Ruby!" Weiss shouts, reluctantly following her partner as the rest of the team rush to the destruction caused by the outworldly metahumans.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Final Mega Battle**

The brutal fight between the monstrous X-Aura-powered combatants is causing massive destruction in the ruined section of the city. Wherever they go, buildings collapse by the force of their attacks as explosions decimate the streets caused by Goblin's fireballs. Devil Goblin brutally uppercuts Spider-Man high above a tall building with a magma punch and pursues him for another attack. But the animalistic Man-Spider dodges his next attack as he counters with a ferocious Maximum Spider in midair. He roars as he then gathers webbing in his three hands as swirling energy before using his Aura-infused fists to drive Goblin's face through the roof of the building, causing it to collapse around them in the process.

Just as the building fully collapses, Osborn is brutally punched onto the streets as Spider-Man pursues him on all fours. _**"I don't understand the full details, but it would seem my formula has accelerated whatever 'mysterious power' that's been sleeping within you. Fascinating!" **_Goblin grins maliciously.

Goblin summons several magma Devil Bombs onto his hands and ruthlessly barrages the pursuing spider with them. Spider-Man effortlessly dodges them with his frightening speed before tackling Osborn, bouncing off his body to the air as he barrages him with energy web bullets out of his mouth. Goblin blocks the relentless barrage before bringing out the big guns in the form of his massive firebreath, spewing his devastating flames as it burns buildings and blows up cars while trying to attack the dodgy man-spider running along the walls.

"_**I much prefer you in this form. You're much less talkative and easier to hunt." **_Goblin pounds the ground with a fiery punch, unleashing a series of volcanic explosions that obliterate the building Spider-Man was running along, knocking him to the air. The Man-Spider extends some of his aura-arms to pummel Goblin for a little while, until he caught one of the arms and reels him into a brutal left hook, sending him crashing across the street.

"_**GROAAAAAAAH!" **_Spider-Man roars, shaping his aura to protrude four spider-arms on his back, blitzing back at Goblin to overpower him with them along with his ferocious punches._** "RRRAAH!" **_He roars, unsheathing a stinger out of one of his arms to viciously stab Goblin, causing him severe pain as blood streams down his chest.

"_**Stingers?! How can they hurt me like this?! I'm immortal!" **_Goblin retorts, as it would seem Spider-Man's new stingers are highly effective against him.

Enraged, Goblin grabs Peter's head as he ruthlessly knees him in the chest, causing him to scream in pain before he is violently thrown at the nearby Junior's Club, smashing him into the building and causing people to flee screaming as they see Goblin leaping into the hole to fight him some more. "WHAT NOW?!" Junior freaks out as he witnesses the two monsters destroying his club with their fight.

Devil Goblin sets the club ablaze with his fireballs while angrily trying to get a hit on Spider-Man, but he keeps moving too fast to land a decent hit. The mutated spider lunges at his prey with a brutal triple punch, dazing Goblin for a moment as Peter pummels him a little more. _**"Graaaaaah! GRAAAAAAAAAAAH!" **_Spider-Man unleashes a super-destructive Crawler Assault that sends with a super powerful punch that smashes Goblin out of the burning club.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)**

Team RWBY arrives to see people screaming and running away from the burning Junior's Club and spot Spider-Man still fighting ferociously against Devil Goblin. "He's suffering. Spider-Man would _never _put innocent people in harm's way. We need to help him regain control." Ruby said.

"And just _how _can we accomplish that without him killing us?" Weiss questions, as it looks like to her that Spider-Man has transformed into nothing more than a mindless beast.

"He won't. Somewhere inside that thing is still Peter. We just need to call him out." Ruby replies with a plan in mind.

"_**GRAAAAH!" **_Meanwhile, Spider-Man has just pinned Goblin onto a building with a powerful punch, which formed a crater in the process.

Though it would appear he is losing the fight, Goblin cackles as if he's winning, _**"Magnificent! Continue showing me more of your power! Give into the darkness in your heart!"**_

Before Spider-Man has a chance to finish off Osborn, Weiss' glyph suddenly appears beneath him as massive shards of ice protrude trapping his limbs in-between them, causing him to roar in furious annoyance. "Peter, this is Ruby! I need you to listen to us!" Ruby shouts, getting his attention, "You NEED to regain control! Fight back whatever's controlling you! If you don't let us help, you'll _destroy _yourself and the rest of us in the process! You'll get yourself killed! Please Peter!"

"_**GRAAAAAAH!" **_Unfortunately, her words fall on deaf ears as the Man-Spider is full of rage and too powerful, easily breaking free from the ice trap with his strength and lunges to attack the girls, only for them to dodge in the nick of time, _**"Preeeeeyyyyyy!" **_He speaks demonically, until he found himself tied up by Blake's ribbon.

"I KNOW you're still in there, Peter! You inspired me to become a Huntress! To stand up for what's right in the world! Don't let the darkness consume you!" Blake pleads with him.

With his monstrous strength, Spider-Man easily burst out of her ribbon and lunges at Blake specifically, only for Weiss to quickly appear before her and deflect the mutant away with a hard-light barrier, "You're not Goblin's heir! You're our friend! You saved me multiple times! You saved my home from Devil's Breath! Come back to us, Peter!" The heiress reasons with him next.

"_**Ugh…Ahhh…Ugh…Raaaaaaagh!" **_The Man-Spider clenches onto his aching head while screaming in pain, as it would seem Peter is desperately trying to regain control over his body from The Other.

"Yes Peter, keep fighting!" Yang says, carefully approaching her mutated boyfriend as he stares painfully at her, "You're stronger and smarter than whatever monster spider trying to control you! Please! I care about you too much to lose you now!" She said sincerely with worrisome eyes that slowly calm him down.

**BGM End**

"_**Gaaah…Gaaaaaaaah…" **_The Man-Spider drops on his knees as Ruby suddenly stands before him.

"You're my big brother, Peter. I hate seeing you suffer like this. Come back to us, _please_." She says, getting a little teary-eyed.

It would seem hearing his friends' voices have finally calmed him down as his X-Aura disappears. With a lowly growl, the Spider-Man starts to collapse as the energy wrapping his body disappears, returning him back to his normal form with his costume intact. Ruby manages to grab him before he collapses onto the ground, noticing he's completely unconscious. "He's back to normal! Finally, it's over!" Ruby claimed.

**BGM-Ultimate Spider-Man (Game) OST-Venom Suite 2**

Unfortunately, it's not, as a Devil Bomb suddenly rolls between the heroes and explodes, scattering each of them away and knocking them all down to the ground unconscious. _**"It would seem the transformation was only temporary after you exhausted your X-Aura and burned off the Oz Formula. You haven't full evolved yet. Impressive, but disappointing." **_Devil Goblin claims, as he menacingly looms over the unconscious Spider-Man, _**"Is this the reason why Salem wants you captured? Who knows, and I don't exactly care. Your powers came from Oscorp. You rightfully belong to me. No one else." **_

Just as Goblin was about to kidnap Spider-Man, an annoying big light shines down on him from an Atlesian airship hovering in the sky, _**"ARRRRGHHHH!" **_Goblin snaps his head to the sky as he sees dozens of Atlesian Military soliders hovering down in jetpacks to stop and arrest the interdimensional criminal.

"STAND DOWN!" Ironwood suddenly appears before Devil Goblin while pointing a large laser cannon to get his attention.

"_**IRONWOOD!" **_Goblin yells furiously, lunging at the general as he fires his laser cannon, blasting the immortal monster across the streets until he quickly recovers into a menacing pose, intent on killing the general tonight.

"Please." Ironwood scoffs, showing no fear as he watches his soliders surround Osborn.

Goblin ruthlessly punches down one until all the soliders start piling on him, trying to pin him to the ground, but they clearly underestimated his monstrous strength as he bursts with power and scatters them off his body as if they were nothing, _**"NYYAAAAARRGH!" **_One solider was still hanging on his back until he was brutally slam to the ground, _**"RRAAAAAAAAAAAAAAAAH!" **_He roars monstrously at the Atlesian Military, while Ironwood continues to glare at him fearlessly.

Ironwood tries blasting Osborn again, only for the supervillain to leap away to a rooftop and flies into the night as he makes his escape from the military as he leaves them with one monstrous roar.

**BGM End**

* * *

**A few minutes later…**

"Ruby? Come on, Ruby, get up."

Ruby slowly blinks her eyes open to see Penny trying to wake her up. "Penny?" She groans, still weakened from her fight.

"I got you, Ruby." Penny gently helps her friend stand, as the scarlet huntress notice the presence of the Atlesian Military investigating and cleaning the battlegrounds and the rest of Team RWBY waking up.

"Where's Goblin?" Ruby asked.

"Gone." Ironwood answers as he approaches the girls, "I sent a search party for him, but I'm afraid we lost 'im for the time being."

"What about Pe-I mean Spider-Man?" Ruby asks another question.

"Peter? We're sending him to the hospital now. He looks like he's in bad shape." Penny answers, as the girls notice soliders carrying an unconscious Spider-Man on a stretcher to an airship so they could transport him to a hospital.

"Wait, when did you know Peter is Spider-Man?" Ruby curiously asks her android friend.

"Back at the docks."

"How?"

"They sound similar."

"What I want to know is why four Beacon students were fighting an international mutated terrorist at this late hour?" Ironwood interrogates Team RWBY.

"We didn't _mean _to fight him. He started it. We just wanted to go home after fighting another criminal. It's, um…a _long _story." Ruby replies awkwardly.

"I can imagine it is, but I'm sure you have a good explanation." Ironwood crosses his arms, not angry at all at the students for accidently getting caught in military affairs, "You did good tonight. I'll have an airship transport you back to Beacon. Get some rest. We'll take care of Spider-Man. Promise. You can visit him at the hospital tomorrow." He told the girls.

"Thank you, sir." Ruby replies, as the girls are finally ready to return to Beacon for some much needed rest after tonight's destructive surprises.

* * *

**The next day, at a Vale hospital…**

Out of his costume, Peter is lying on a hospital bed after last night's devastating events. His wounds have been treated but he's still sleeping unconscious. Team RWBY, Ironwood, and Penny are surrounding his bed as they look worried and wonder when he'll wake up.

"Will he be okay?" Ruby somberly asks the general.

Ironwood explains, "His wounds have healed _remarkably _fast, but has been left in a comatose state. The doctor said his psyche has been severely damaged and exhausted caused by overwhelming amounts of brain activity. As if there's another mind in his own head forcefully trying to gain control over his body. This wouldn't be related to the reports of that 'Man-Spider' monster that appeared last night?" He asks the students.

"We're still not exactly sure. Goblin infected him with something while he tried to protect Ruby and caused his Aura to go wild." Weiss answered somberly.

"Interesting. Whatever the case, he needs rest. We need him in top form if we want any hope defeating the Goblin. I have some other business to attend to. Stay here as long as you like." Ironwood opens the door and walks out of the hospital room, leaving the girls depressed over Peter's comatose state.

"Oh Peter. I'm so sorry. You were only trying to protect me. Why didn't you tell us your secret sooner? Why did you have to fight Goblin alone?" Ruby asks, feeling guilty for his current condition as tears stream down her eyes while her sister does her best to comfort her.

The sad feelings were interrupted when they heard someone knocking on the door. "I think that's Jaune's team. I'll get it." Weiss believed.

**BGM-Mega Man ZX OST-** **Fate - Deep-Seated Grudge (Tunes Ver.)**

Weiss approaches the door and opens it for a man she has never seen before wearing casual clothing and a hat, almost as if he's trying to disguise himself. "Hello, Team RWBY." The mysterious man ominously greets the girls.

"Who are you?" Ruby responds, as all four girls glare at him.

"It's only been a day and you've already forgotten about me? You're as naïve as Parker." He mocks the girls while giving them a hint of his true identity.

"You know him?" Penny cluelessly asks her friends.

"Osborn!" Yang recognizes him, already enraged as her eyes turned red and furiously grabs the calm supervillain out of Peter's bedroom, pinning him onto a wall in the empty hallway.

"Easy, Blondie. You don't want to cause a scene that would accidently get your boyfriend killed." Osborn calmly taunts her.

"You were going to do that anyway! That's why you came here!" Yang retorted.

"I only came to check how my _son_ is recovering." Osborn calmly responds.

"You KILLED your own son, Osborn!" Weiss angrily retorts as the other girls walk out of the room confronting the villain, "Peter's not your son and he's not your heir! You're a monster!"

"And Parker's not?" Osborn smirked.

"How did you find us, Osborn?" Blake glares furiously at the supervillain.

"You can blame the blond bimbo for never properly washing her hair to find the tracker I ordered Mach-X to plant there weeks ago." Osborn answered, surprising Yang that she had been secretly planted with a tracker.

Weiss helps look deep through Yang's bushy hair for a few moments until she found a tiny metal device that appears to be Osborn's tracker. She hands it to the brawler, who furiously crushes it into dust while glaring at the villainous spy, "I should beat you to a paste."

"Go right ahead. Unleash all your anger at me. It won't kill me, and it won't help you save your pathetic world. Perhaps if you promise not to interfere with my plans again, I will spare you and your friends and families." Osborn offers them a choice.

"And allow you to destroy the rest of the world?! No way! We're going to take you down, Osborn! Once Peter wakes up, we're coming for you!" Ruby snaps back, angrily denying his offer of salvation.

"Can you still_ trust_ that boy after he has _lied _to you for months? You've witness his _true_ self, and it's only a matter of time until that other self re-emerges. Don't deny it. You're _scared _of him now. Do you have it in your heart to trust a _monster_?" Osborn psychologically messes with their heads, trying to trick them into not trusting Peter ever again as they seem afraid of his monstrous transformation.

Ruby growls, glaring intensely at Osborn while not answering any of his devious questions. "Ruby! Is Peter okay?!" Jaune's loud voice can be heard, as the girls turn around to see Team JNPR, Sun, and Neptune approaching them from down the hall.

But as the girls turn back to Osborn, they were shocked to see he suddenly disappeared while they were distracted by the arrival of their friends. "He's gone." Ruby remarks with a serious face.

"Who's gone?" Jaune responds confusedly, as he didn't notice Osborn at all.

"It's nothing." Ruby lied. "Come on. Let's head inside. You wouldn't _believe _what we went through last night." She says as they walk into Peter's room, planning to tell her friends about Goblin while not mention anything about Peter being Spider-Man, and a Man-Spider.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Instead of Peter **_**immediately **_**quitting as Spider-Man like in the original, in this remake he's put in a coma and hospitalized after The Other forcefully tried to take over his body. Peter will wake up soon. He's the main character after all. We're returning to adapting more episodes of RWBY Volume 2. Stay online for those coming soon.**

**Next time: Extracurricular!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	40. Vol 2 Issue 11: Mysteries of The Other

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Super-Skrull**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Even in my all-mighty Devil form, Parker's weird mutation proved to be give a run for my money. Quite impressive, but I am a little disappointed it was only temporary and left him in a coma. My poor boy. You still have a lot to learn about your evolution until you are a match for me. In the meantime, my Goblin Nation is free to commit as much crime as possible now that Spider-Man is out of commission. Ahahahahahaha!**

**BGM End**

* * *

_Vol 2 Issue 11: Mysteries of The Other_

**Beacon Academy**

**BGM-RWBY OST-** **Extracurricular**

It's been a few days since the devastating showdown between Spider-Man's mysterious mutation and the Devil Goblin that nearly tore Vale apart. Osborn left the premise as soon as he defeated him and when he caught the attention of the Atlesian Military. And with Goblin Island destroyed, his current whereabouts are unknown to anyone. Regarding Spider-Man, he was left in a coma after losing control thanks to the mysterious Other lurking in his mind and has been recuperating in the hospital as Peter Parker ever since. With Spider-Man's absence, crime is spiking within the kingdom, causing the civilians to question the whereabouts of their friendly neighborhood superhero.

At Beacon Academy, Pyrrha has just finished gearing up in a locker room for her sparring match with Team CRDL. The invincible girl strikes Cardin who tries to counter only to hit her shield before getting driven back. He falls to one knee then rolls to dodge as she comes down from above. Eventually, Pyrrha launches her spear at Dove and then knocks him down. Next she fires a shot at Sky then blocks Feather's Edge with her shield. Switching from sword to spear and driving him back, firing another shot before knocking Sky to the ground. She attacks Cardin again who unleashes a short column of fire from the red Dust crystal in The Executioner by smashing the floor. She dodges the blast then blocks Cardin's swing before he and Sky attempt to double-team Pyrrha. Only for her to avoid them both before vaulting over Cardin.

Pyrrha throws her shield, which hits Cardin in the face and bounces back to hit Sky as well. She then flips backwards through the air to catch it then land on Sky, incapacitating him. Dove and Russel rush her together, but she is able to drive them back. Kicking Dove away who manages to recover, landing on his feet as Cardin leaps in to smash at her with his mace.

Pyrrha dodges and opens fire with the rifle-form of Miló, but Russel defends Cardin, deflecting every shot with Shortwings. He and Dove charge at Pyrrha, with Russel leaping into the air and performing a triple somersault. However, the double-kick attack is easily blocked with her shield. Russel and Dove proceed to strike at Pyrrha together, demonstrating precision through their ability to avoid hitting one another during the attack. She falls back still managing to parry every blow, as Cardin attempts to capitalize on the distraction. Pyrrha opens fire again but this time Cardin deflects the bullets with his own weapon. He charges at her only to be met with a knee to the chin, the two clash with Cardin receiving several hits. Russel ducks in under Cardin for a surprise attack, but also proves himself unable to wear her down.

Pyrrha dodges every slash then hits him with her shield, Dove moves in after Russel is knocked to the ground. After a couple of deflected swipes, he fires on her with Hallshott, but she is able to bull right through using her shield. Although he is able to avoid her attack, Dove finds himself knocked out of the fight by an errant swing from Cardin, who moves in for another assault. Pyrrha knocks Cardin into the air and then leaps after him. Cardin blocks a few hits but she quickly maneuvers herself to slam him into the ground.

"And that's the match." Glynda announces, approaching from behind Cardin who clutches his ribs.

"Lucky shot." Cardin groans before collapsing.

"Well done, Miss Nikos. You should have no problem qualifying for the tournament." Glynda compliments one of her best students.

"Thank you, professor." Pyrrha nods with a smile.

Glynda taps on her Scroll as she speaks to her other observing students, "Alright, now I know that's a tough act to follow, but we have time for one more sparring match. Any volunteers? Ms. Belladonna?" She speaks to the faunus, causing her to slam her book shut and stare wide-eyed at her professor, "You've been rather docile for the past few classes. Why don't you-."

"I'll do it." Mercury raises his hand to volunteer for a sparring match.

"_Mercury_, is it? Very well, let's find you an opponent." Glynda starts tapping on her Scroll to search for the perfect opponent for him.

"Actually, I _wanna fight_…her." Mercury points to Pyrrha to be his sparring partner.

"Me?" Pyrrha questions in shock.

"I'm afraid Miss Nikos has just finished the match. I recommend you choose another partner." Glynda rejected the notion.

"No, it's fine! I'd be happy to oblige." Pyrrha protested, kindly accepting his challenge.

Mercury struts into the arena, visibly sizing up Pyrrha. Their spar begins when he makes the first attack and is knocked down. Recovering quickly, he deflects an attack and begins trading blows with Pyrrha until she knocks him back with her shield.

"_Hey_, your friend's doing pretty _good_." Ruby says to Emerald, who's sitting behind her. Emerald gives a fake smile and then rolls her eyes as Ruby turns her back to continue watching the match.

Mercury then leaps into the air and, with a spin, brings his foot down on Pyrrha's shield, making her jump back slightly. After landing on the floor and dropping to his hands and feet, Mercury spins with one leg out, but Pyrrha raises her foot over it and steps backward. He quickly stands and leaps into the air, kicking at her, but she blocks with her shield.

As Pyrrha turns, dives, and rolls away, Mercury continues his spin, swinging his leg high in the air, only to find that she has moved away from him. He chuckles while Pyrrha instantly rights herself, crouching on the floor with her shield in front of her. She flips Miló in her hand so that the blade points behind her. Mercury then charges forward, leaps, and lands three consecutive kicks on her shield. She moves her shield to the side and begins to raise Miló, but Mercury kicks her shield, then quickly switches in mid-air and kicks the arm with which she is holding Miló, before switching once again to kick her shield.

As Mercury lands the kick on her shield, Pyrrha flips Miló into the air, but before she can catch it, Mercury switches once more to kick her in the side. This forces her to move her arm forward and block the kick. He then turns away, spinning once again and leaving an opening for Pyrrha to turn around and catch Miló. Both combatants continue their spin to face each other, Pyrrha swinging Miló and Mercury kicking. Their attacks deflect each other, and Mercury turns in mid-air and kicks at Pyrrha's shield. Pyrrha swings Miló upward, scraping it against Talaria, but then Mercury kicks it out of her hand.

The two watch Miló stab into the floor, and Mercury triumphantly smirks at Pyrrha before spinning around and raising his leg up high to kick her. However, Pyrrha activates her Semblance as she moves her hand toward his boot. When her hand is about half an inch away, she repels his boot, sending him into an off-balance spin. He stumbles and drops into a kneel, gaining a thoughtful look on his face. Hearing footsteps approaching him, he looks behind him and rises to face Pyrrha, who is charging toward him shield-first.

Mercury puts his right foot on Pyrrha's shield, hops up onto it, and fires a bullet to propel himself from it, spinning in the air and landing in a kneeling position. A determined look on her face, Pyrrha continues to charge toward him, this time with Miló. However, her opponent turns away from her and casually says, "I forfeit", causing Pyrrha to almost stumble as she stops beside him.

"You…don't even want to try?" Pyrrha responds with a surprised look on her face.

"What's the point? You're a world-renowned fighter. We're obviously leagues apart." Mercury shrugged.

"In that case…Pyrrha Nikos is the victory of the match…again." Glynda stated.

Emerald smirks. Mercury sneers smugly. Pyrrha has an annoyed and disappointed look on her face, and places her left hand on her hip. The Aura displays for Pyrrha and Mercury are shown as Mercury's is changed from green to red indicating his loss. "Next time, you may want to think a little harder before choosing an opponent." Glynda tells him in annoyance.

"I'll be sure to do that." Mercury remarks with a grin before walking away.

An alarm sounds which jolts the tiresome Blake who has nodded off. "That is all for today. And remember, the dance is this weekend. But you all have your first mission on Monday. I will not accept any excuses." Glynda reminds her students.

As everyone leaves, Mercury stops beside Emerald jokingly stating, "Learning is so much _fun_."

Outside, Sun's team are standing at the entrance as Team RWBY walks past. He notices Blake and runs after her, "Hey, Blake!" He grabs the tired faunus by her shoulder, "You uh, doing okay?"

"I'm fine." She stoically responds while shutting the book she was reading.

"And is Peter doing okay?" Sun asks about his other friend's current condition.

"He's fine. Still in a coma." Blake answers, looking a little annoyed when talking about Peter.

"Great." Sun smiles before clearing his throat, "So I hear there's this dance going on this weekend... ah, sounds pretty lame, but you and me, I'm thinking, not _as_ lame, huh?" He says, acting weirder than usual to Blake.

"What?" Blake responded.

"The dance! This weekend! You wanna go, or what?" Sun asks her out for the Beacon Dance.

"I don't have time for a _stupid_ dance. I thought _you_ of all people would get that." Blake walks away past her team, leaving Sun sinking from his rejection.

**BGM End**

* * *

**Meanwhile in Ozpin's Office…**

**BGM-Spider-Man 3 (Game) OST-Dr. Connors**

The Beacon Headmaster has been silently staring out through his window as if he's trying to clear his own mind, or thinking about certain people and reflecting on the strange events that have transpired in the past few days. His thoughts were calmly interrupted when he heard the elevator opening as Glynda walks into his office.

"Any update?" Ozpin asks calmly, while turning to his associate.

Glynda informs him, "No. Mr. Parker is still comatose in the hospital and hasn't shown any signs of waking up. Regarding Osborn, his whereabouts are still unknown. In the meantime, crime activity has spiked up by 75% across the kingdom in the past few days and we've been unsuccessful apprehending the criminals. No doubt this is caused by Osborn, as evident with the new 'Goblin' graffiti painted across the city. Somehow, the men in his organization are committing crime under the radar as if they're invisible to our cameras. And the few we _have _apprehended either commit suicide or refuse to give up any vital information, almost as if they're under mind control. If this continues, we may have to consider cancelling the Vytal Festival. Ozpin, this is a _serious_ problem. How should we handle this that doesn't involve Ironwood and his men patrolling every corner of the street scaring civilians?"

"Spider-Man was the kingdom's Hero of Hope and the only one with any experience combating Osborn. With him comatose and a potential target of our enemies, our chances defeating this interdimensional threat are slim." Ozpin replied.

"How _exactly _is Spider-Man a potential target?" Glynda asks, visibly confused.

Ozpin approaches his associate as he taps on his Scroll, showing her footage of the night when Spider-Man went on a rampage in the city as the Man-Spider while fighting an invisible Devil Goblin, "It was during that night when he fought Goblin, though it's hard to determine who exactly he was fighting considering the goblins are invisible to our cameras." He explains to her, "That night, he lost control over his X-Aura and it briefly transformed him into an Aura Man-Spider."

"The Aura of the Spider…That's what you once described his Aura. I never seen such destructive power before. It's hard to believe that creature was Mr. Parker." Glynda comments with a frown.

"But it _wasn't _Peter controlling the creature." Ozpin calmly states, much to her shock and curiosity as he explains, "Ironwood told me _another_ mind is inhabiting his body. When he transformed, his human nature was gone and left his body in control of the spider for a while until his X-Aura was exhausted. I sensed it's awakening that night, and I have an idea the _truth _behind this creature. An _ancient _spiritual force older than Remnant _itself _has chosen Spider-Man as its vessel, trying to remake him in its image. This creature possesses power beyond my understanding. If the creature reemerges and is left unchecked, it could _destroy _the world." He claims.

"And you fear our enemies would want to gain control of this spiritual force?" Glynda remarks, believing Salem would want to capture The Other.

"Yes. No doubt in my mind _she _sensed the awakening that same night and would want to capture this spirit to fulfill her own nefarious misdeeds. We cannot allow Spider-Man to fall into her hands. He is young, and has been a valuable ally to our cause. I do not want him to suffer any more than he already has compared to our _other _comatose friend." Ozpin says, wishing for Peter's safety from Salem.

"Understood. I'll keep an eye on him until he awakens. It's the least I can do." Glynda replies as she walks out of the office, showing some respect for her heroic interdimensional student.

**BGM End**

* * *

**That night in Team RWBYP's Dorm…**

**BGM-RWBY OST- Extracurricular**

"You _what_?" said Blake, sitting in her dormroom with her arms crossed with the rest of her teammates.

"We want you to go to the dance." Ruby said to her tired teammate.

"That's ridiculous." Blake remarked.

"Blake, we're worried about you. This investigation is starting to mess with your head." Yang told her worriedly.

"You _can't _sleep, you _hardly _eat, and to be honest, your _grades _have been suffering." Weiss listed, counting the facts on her fingers.

"You think I care about _grades_?" Blake shrugs, as she gestures out the window stating, "Peter's in a coma and crime has been spiking _exponentially_ thanks to Goblin! People's _lives _are at stake!"

Yang puts a comforting hand on her partner's, lowering it while replying, "We _know_. We're worried about Peter too, and we're all still trying to figure out what Goblin is up to."

"It's not much, but we know he was using Torchwick and the White Fang to create his Goblin Nation. If we can track down Torchwick, we can find Goblin. Thanks to you and Sun, we know Torchwick's operating somewhere outside of Southeast Vale." Ruby said.

"_And_, the Schnee company records singled out Vale as the primary _target _for Dust robberies over the last few months." Weiss added into the conversation.

"Don't forget about their missing military tech too, and the Dust Reactor Goblin stole when he attacked Atlas." Yang also added.

"But there's still unanswered questions!" Blake stated.

"Blake, you won't be able to find anything if you can't even keep your eyes open!" Ruby said, worried for her teammate's health.

"All we're asking is that you take it easy for _one _day." Yang said to her partner.

"It will be fun! Yang and I will make sure of it." Weiss claimed.

"Yeah! We're planning the whole event!" Yang happily pumps her fists which causes the bed to bounce Blake.

"_Excuse _me?" Blake questioned.

"Team CFVY's away mission lasted longer than expected." Weiss explained.

"So, Weiss and I were asked to pick up where they left off. And now we can make sure you have the perfect night." Yang told her partner.

"And once it's all over, we'll return for our search, rested and ready." Weiss promised.

"So what do ya think?" Ruby asks the faunus if she likes their idea to spend a day at the dance.

"I think this is a colossal waste of time." Blake scowls, walking away from the group and opens the dorm door, "I'll be at the hospital." She plans to go check on Peter as she walks out of the room.

Yang sighs sadly, "Great."

"She can't keep going on like this." Weiss responded.

"She's just worried about Peter. We all are. I wonder when he'll wake up?" Ruby sadly wondered.

Suddenly, there's a knock at the door and Weiss approaches and opens it, revealing Jaune at the door holding a guitar for one reason and one reason only, "Weiss!" He sang, which was enough reason for the heiress to slam the door in his face, "Oh, come on, open the door! I promise not to sing." She opens the door as he sings again, "I _lied_! Weiss Schu-_nee_, will you accompany _me_, to the dance _on_…_Sunday_!?" He asks her out to the Beacon Dance.

"Are you done?" Weiss asks stoically.

"Yes?" Jaune shrugged.

"No." Weiss rejects him as she shuts the door in his face. She turns around noticing the others standing precariously while staring at her, "What?"

"And that is why they call you the Ice Queen." Yang quips, while her sister collapses on the ground.

"All my life, boys have only cared about the perks of my last name. Besides, I already have a date in mind." Weiss explained.

"Dare or no date, none of this will matter if we can't get Blake to go or help Peter wake up from his coma." Ruby frowns, worried about both of her tortured friends.

* * *

**Later with Jaune…**

He and Pyrrha are sparring at their spot on the roof, clashing evenly with their blades. Jaune appears to gain the upper hand until Pyrrha sweeps his legs out from under him. The redhead laughs while helping him to his feet, "Well done! Your swordplay's improved immensely."

"Couldn't have done it without you…or Peter." Jaune said sadly on the last part, visibly worried for his comatose training partner.

"Yeah…" Pyrrha frowns sadly, as she's also worried about Peter and constantly wonders when he'll get better. To brighten the mood, she returns to her previous cheerful demeanor, "So, are you ready to move on to aura?"

"_I'm _actually thinking maybe we just skip Aura for tonight? Might go on a jog or something." Jaune sheepishly rubs the back of his neck.

"Come _on_, I know you get frustrated, but you _must _keep trying. I'm sure you'll discover your Semblance day now." Pyrrha encourages him to continue his training tonight.

"That's not it. It's just…" Jaune sighs, "It's dumb."

"What is it?" Pyrrha approaches him and places her hand on his shoulder, "_Jaune_, you know you can tell me."

"It's…Weiss." Jaune spoke his feelings, causing Pyrrha's face to fall slightly in sadness.

"_Oh_. What about her?" She asked.

"I asked her to the dance and she shot me down." Jaune giggles halfheartedly in embarrassment, "Big surprise, right?"

"Well, I believe the saying goes, 'there's…plenty of fish in the sea." Pyrrha advises him to find another date.

"That's easy for you to say. You've probably got guys clamoring over each other just to ask you out." Jaune responded, believing she already has a date.

Pyrrha chuckles halfheartedly, "You'd be surprised."

"Oh _please_." Jaune dismisses the thought, "If you don't get a date to the dance, I'll wear a dress. Heh." He walks away, leaving Pyrrha to drop her smile and look rather upset as if she was hoping he'd ask her out to the dance.

* * *

**Meanwhile in Cinder Team's Dorm…**

"There's Pyrrha Nikos." Emerald says, sitting on the floor while looking at her Scroll in the middle of a discussion with her associates.

"Ah, the invincible girl." Cinder responds, sewing a black dress as she sits on one of the beds.

"She's smart, but I wouldn't say invincible." Mercury claims, lying on the ground while reading a comic book.

"Do tell." Cinder grins sinisterly.

"Her Semblance is Polarity. But you'd never know just by watching." Emerald stated.

"After she made contact with my boots, she was able to move them around however she wanted. But she only made slight adjustments." Mercury explained.

"Just enough to make it look like she's untouchable. She doesn't broadcast her power, so it puts her opponent at a disadvantage." Emerald explains further.

"Hmm... People assume that she's fated for victory, when she's really taking fate into her own hands. Interesting. Add her to the list." Cinder orders her thieving associate, who adds Pyrrha's name to her Scroll.

"_You _should be able to take her no problem." Mercury claims that Cinder can effortlessly defeat Pyrrha in a fight.

"It's not about overpowering the enemy. It's about taking away what power they have. And we will, in time." Cinder calmly replied.

"I hate waiting." Mercury complains with a sigh.

"Don't worry, Mercury. We have a fun weekend ahead of us." Cinder smiles evilly.

"And finally, Peter Parker." Emerald switches to a photo of Peter Parker on her Scroll, "From the people we've talked to, they describe him as smart. Strong. Skilled. Annoying. And quite possibly, the laziest kid in the entire school."

"Explain." Cinder calmly request, wanting to learn more about Parker.

"He misses class half the time, and when he _does _show up, he's asleep on his seat." Emerald explains to her boss, "Hard to believe this is the same kid who _allegedly_ helped cured Devil's Breath and can create _doomsday _weapons and tech that surpasses Atlas."

"Remind me again _why _we're so interested in Parker?" Mercury asked.

"Because he's the only photographer in the kingdom capable of taking photos of Spider-Man. I was hoping to interrogate Parker for information on the bug, and perhaps anything related to Norman Osborn after he had the _audacity _to betray me." Cinder continues sewing her clothes, still a little irritated from Osborn's recent betrayal.

"No one hasn't heard from Spider-Man in days since the crime wave, but we have learned Parker has been hospitalized as a coma." Emerald said, getting her boss' intrigued attention, "Apparently, it's related to his weird 'X-Aura' we've been hearing. Professors describe it as a source of _immeasurable _destructive power unlike any they've ever seen. Parker once fought Pyrrha Nikos with this power but lost control and nearly killed her." She stated.

"Interesting…" Cinder ponders this new information on Peter, "And if Parker is as smart as you say and _masters _this power, he could be more troublesome than Ms. Nikos. What an anomaly this boy is. How can someone describe as utterly _lazy _possess such immense power?"

"What should we do about him?" Mercury asked.

With a sinister thought in mind, Cinder smiles and looks at her henchmen, "Which hospital is Parker comatose in?"

**BGM End**

* * *

**Vale Hospital**

As it been for the past few days, Peter is still comatose in the hospital and haven't shown any sign of waking up. A sleepy Blake is sitting by his side watching him in worry, hoping he wakes up soon and not as The Other. It's close to midnight, and the Faunus is getting sleepy as she tries to keep her eyes open at Peter with a frown, feeling guilty for his condition. "Peter, I'm so sorry. This is all my fault. I should've listened to you and not insisted searching for Osborn. If I hadn't, then you wouldn't be like this. I hope you could forgive me. Just, please, wake up. I don't know how to stop this. Please. The world needs you. We need you. I…" She rubs her eyes as she almost felt like falling asleep, "I guess we both have been pushing ourselves to our limits. You'd probably joke about my bad luck, being a black cat and all, and still say your luck is worse…" She tiredly chuckles to keep herself awake.

**BGM-Spider-Man 3 (Game) OST-Black Tension**

Suddenly, all the lights in the hospital mysteriously shut off as well as the electricity, including the equipment in Peter's room, much to Blake's surprise. "A power outage?" She questions the sudden power outage. She then hears a knock on the door and walks over to answer it carefully. But when she opens the door, she sees no one. Just the darkness that has enveloped the hallway.

Blake pinches her nose tiredly, as she believes she was just hearing things, "The others might be right. I need some sleep."

Then out of nowhere, she was karate-chopped in the neck that instantly knocks her out cold as she falls to the ground. This was all thanks to Cinder Fall, dressed in a black stealth suit, as she was the person who caused the power outage, just so no one could disturb her infiltrating Peter's room.

"This shouldn't take long." Cinder whispers to herself, leaving the unconscious Blake leaning on a wall outside the door to make it look like she's sleeping in the hall. She quietly closes the door behind her, leaving herself alone in Peter's room. Her eyes glow with mystical flames, allowing her to see in the dark as she approaches the comatose photographer, "You've got great power, Parker. But it would seem you're not very _responsible_ with it. Such power _wasted_. If there's one thing we have in common, we both _appreciate _power to be recognized. But alas, you are simply an inexperienced child who can't control his own gift. I promise you…I'll put it to _much _greater use." She claims with a sinister smile.

She takes out a mysterious white glove with a red symbol on the back of the hand and slides it onto her right hand. While Peter is still unconscious, she puts her outstretched hand in front of his face when the white suddenly opens a small red portal, out from which a Grimm bug comes out. The creature then spits out a web of black onto his face, creating a physical connection between Peter and the glove, as Cinder ultimately attempts to transfer his X-Aura to herself to become extra powerful.

She smiles as the web and the glove begin to emit a golden glow, and a large swirling black and red mas appear below Peter's bed. But then, something unexpected happen. She found herself unable to drain any his X-Aura into herself, "What's happening? Why can't I absorb his X-Aura?" Despite being in a coma, Peter's X-Aura suddenly activates on its own, protecting him as it burns the web and the Grimm bug, much to Cinder's shock, "What?"

Suddenly, the X-Aura produce a large and menacing aura arm and furiously grabs the shocked Cinder, slamming her from the ground to the ceiling and finally ruthlessly pinning her to the wall. She tries to break free from its grasp, but it's too strong. A portion of his X-Aura then changes shape, morphing into a large red ghostly-like monster that slightly resembles a Man-Spider and frighteningly looms over the equally frightened Cinder, as she has never encountered anything like this before. _"YOU will NEVER be worthy of this power, Half-Maiden!" _The Other taunts the stunned villain with a frightening tone, before brutally smashing her out of the door with its aura arm, nearly knocking her out just as the lights finally come back on in the hospital.

"Who's there?!" Glynda's voice can be heard from down the hall, forcing Cinder to flee the scene before she could get caught.

Professor Goodwitch appears in the hallway and notices Blake leaning unconscious beside the broken door. "Ms. Belladonna! Are you alright? What happened here?" She rushes to her side, gently shaking her body to wake her up.

"Huh? I think I doze off…" Blake replies sleepily, having no memory of what just occurred.

Glynda takes a moment to inspect the damage inside Peter's room. It wasn't much, but she inspects the broken door and the small craters around the room where Cinder was slammed to, deducing someone was trying to break in for Peter as Ozpin expected. But she then carefully notices Peter's body flickering with red energy before it completely dies down, meaning his X-Aura was involved in this damage somehow.

'_He still has his X-Aura. Good. Did it cause this damage? Did it protect him when an intruder came for him? What exactly IS this power sleeping within him?' _Glynda mentally asks herself, wanting to know the mysteries of The Other.

* * *

**Outside the Vale Hospital**

Cinder stands on a rooftop near the hospital, glaring angrily at the window where Peter's room is after her failed attempt to steal his X-Aura, and by extension, The Other bonded to his soul. "'NEVER worthy of that power?' How _dare _you mock me." She grits her teeth. "Just what form of power _are _you hiding, Parker? It's not just a special Aura. You're in possession of a power that _rivals _the Maidens. No. Something _far _greater than that. I don't know what it is, but rest assured, that power _will _belong to _me_!" She declares, planning to obtain the power of The Other for herself one of these days as she returns to Beacon for the night.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: From Ozpin to Cinder, everyone is becoming interested in The Other and its mysterious power. And unlike the original, I like to think I'm doing a better job foreshadowing its existence and unraveling its mysteries. Forget what you know about The Other depicted in my other stories (specifically in Phase 2). This revamp version is way more monstrous and neutral, which makes it harder to control.**

**superjoeyf721: The Volume 2 finale will be completely different from the original. No Red Skull or Leader. This is primarily a Spider-Man-centered story with the Avengers acting as support characters in Volume 3.**

**Jack: No**

**Next time: Hope vs. Chaos! Origins of Spider-Man, Green Goblin, and The Other!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	41. Vol 2 Issue 12:History of Hope and Chaos

**BGM-RWBY OST-** **This Will Be the Day**

**Ruby Rose: My name is Ruby Rose, leader of Team RWBYP. It's been a few days since we learned Peter is Spider-Man and had been stuck in a coma at the hospital. Goblin is gone. Crime has gone up. Everyone has been feeling pretty miserable of the whole situation, and this is before the school dance. Oooh, I really wished Peter told us his secrets earlier so we could help him. And maybe figure out what's trying to control him.**

**BGM End**

* * *

_Vol 2 Issue 12: History of Hope and Chaos_

**Beacon Academy, Team RWBYP's Dorm**

**BGM-Sonic Adventure OST-The Past**

That same night when Cinder infiltrated the hospital in an attempt to steal Peter's X-Aura, Ruby sleeps peacefully on her bed to pass through the night. She subconsciously hears the booming sound of a lightning strike from outside her dorm, causing her to shiver in fear during her sleep. She starts experiencing a nightmare, having flashbacks to that fateful night between Spider-Man and Green Goblin. She reminisces of their intense clash between X-Auras. The time Team RWBY learned of Spider-Man's secret identity. The moments Goblin transformed into the Devil Goblin and Spider-Man transformed into the Man-Spider. And the clash between the terrifying transformed titans.

The young leader then experiences a new dream sequence, where she is running scared and helpless through the burning streets of Vale, passing by the corpses of her friends and family. Suddenly, something crashed in front of her. She came to a complete halt as her eyes widen in shock and fear to see Devil Goblin and the Man-Spider standing side-by-side with their respective X-Auras activated. Goblin smiles maliciously, and creepily, at the scared little huntress as he commands the corrupted Spider-Man, _'Kill them all! Kill them all! KILL THEM ALL!'_

As Goblin repeats those words, the Man-Spider lunges at the paralyzed huntress, popping out his claws and roars as it prepares to kill Ruby, _'GRYRAAAAAAAAAH!'_

**BGM End**

"NOOOOOO!" Ruby yells, waking up in her pajamas and sweating profusely from that terrible nightmare.

"Are you okay, Ruby?!" Yang asks in great concern for her sister, as she and Weiss sprang up from their beds after hearing their leader scream.

"Huh? Y-Yeah, yeah. Just a dream." Ruby replies, catching her breath.

"Sounded more like a _nightmare_." Yang remarks with a frown.

"Were you dreaming about Peter and Osborn?" Weiss guessed correctly.

"Yeah…" Ruby replies with a frown, feeling sad and ashamed.

"Can't blame you. Those two have been on my mind since that night. I felt like I was on the verge of having a nightmare myself." Weiss frowns somberly.

"Each time I think about Peter, I keep remembering of that…thing he turned into. Osborn can't be right. We shouldn't be scared of him. He's my boyfriend. So what if he was a little hairy." Yang remarks, looking sadly while staring at her bed as she doesn't want to admit being scared of Peter's transformation.

"By the way…Where's Blake? Is she still at the hospital?" Ruby wonders, looking at Blake's bed to see she hasn't returned from the hospital.

Right on que, the door opens as they see the sleep-deprived Blake walking into the room with a tired yawn, "Why are you guys still awake?"

"We were getting worried about you. How's Peter doing?" Ruby asks the faunus.

"Still in a coma. Besides that, he's okay. But someone tried to break-in into his room." Blake informs her friends.

"Was it Osborn?" Weiss questions, unaware it was Cinder that broke into his room.

"I don't think so, but I was exhausted and got knocked out. It didn't look like the intruder stole anything." Blake answers, pinching her nose to keep herself awake.

"Why would anyone would want to break into his room unless they know he's Spider-Man?" Yang questioned.

"I just wish Peter told us he was Spider-Man earlier and not confront Goblin by himself. Doesn't he trust his own friends?" Weiss frowns while sitting on the side of her bed, staring depressingly at the floor.

Ruby sits her with knees folded to her chest on her bed as she somberly wishes, "I just wish we knew more about Peter and find a way to help him."

'_If you want to learn more about Peter Parker, you simply need to ask. I should warn you, it is quite the tale.' _Suddenly, a mysterious elderly woman speaks to the girls simultaneously with her telepathic powers, startling the heck out of the surprised students.

"Was it just me, or did anyone else hear a random voice talking in their head?" Yang quips to her teammates with a shock face.

"Yep."

"Same."

"Here as well."

"Good, so I'm not the only one going crazy." The brawler joked.

**BGM-Sonic Adventure OST-Theme of Tikal**

Then, a mysterious purple fog appears out of nowhere swallowing up the dorm and the girls, teleporting them into an empty pocket dimension as their pajamas are mystically turned into their huntress uniform. "How are we in uniform? Where are we?" Ruby asks, noticing her clothes have changed as the girls looking at their empty surroundings.

"Hello." A voice calls them, prompting the girls to turn around to notice a bright spot where the mysterious Madame Web is sitting on, "At last we finally meet, Team RWBY." She politely greets the girls with a smile.

"Who's the old crone on the funny looking chair?" Yang quips, while pointing at the interdimensional psychic.

"My name is Cassandra Webb, also known as Madame Web. I am a psychic guardian of the Web of Life, and an ally of Spider-Man." Madame Web introduces herself as the girls approach her.

"You know Spider-Man?" Ruby questions her.

"Of course, for he is my champion. When threats to the fabric of reality are too great, I call upon him to protect it." Madame Web replied.

"Protecting reality? Wait. You mean to tell me Goblin was telling the truth. That he and Peter are from…_another_ world?" Weiss responds in shock and slight confusion, something that Madame Web notices.

"Let me explain, child, with the Web of Life and Destiny." Madame Web mystically summons a construct of the Web of Life behind her chair, catching the girls off-guard. Team RWBY were in awe at the strange web behind the psychic, noticing images of various Spiders from across the multiverse.

"A giant web…" Ruby remarks in awe.

"Are those Spider-Men…from other worlds?" Blake questions in amazement.

"Yes." Madame Web answered as she explains, "They are referred to as 'Spider-Totems', a class of multiversal supernatural entities linked to the mystical Web of Life. They are totemic avatars that connect human and spider, granting that person arachnid-based abilities. The Great Web encompasses all of reality. In most universes, there exist an alternate version of Peter Parker, as well as alternate versions of Team RWBY. You girls exist in one dimension, while me and Peter exist in another altogether. And this pocket dimension we are in exist _between _our two worlds."

"So not just different _worlds_, but whole different _universes_?!" Ruby remarks in shock.

"Makes sense I guess. Always thought Peter's tech was 'out of this world'." Weiss remarked, believing the existence of the multiverse.

"You said something about Peter protecting reality. Can you tell us what exactly does that mean?" Yang asks the interdimensional psychic.

"In due time. But first, let me ease your minds on the _truth _of Peter Parker. The origins of the Amazing Spider-Man of Earth. Why he is the Hero of Hope and why he exists at the _center _of the Web. Sit, and I will explain his tale." Madame Web replied.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-** **Pause (Menu) Theme Music/Song**

The girls share glances at each other, wondering if they should really trust this strange mystic that the just met, but decides to follow her orders. They sit down in a row in front of the old woman, as she uses her powers over the Great Web to look into the past and show them footage of Peter Parker's origins.

The Great Web forms an image between its strands that shows an image of a 15-year-old Peter Parker wearing nerd glasses in his childhood home with his Uncle Ben and Aunt May, "As I'm sure you're aware, Peter Parker was orphaned as a child when his parents were killed in a plane crash. He was raised by his beloved Aunt May and Uncle Ben. They were a happy family, who saw Peter as their own son. Over the years he has developed a keen scientific mind, but his shyness and scholastic interest made him a target for bullies."

Madame Web projects footage of Midtown High's star bully, Flash Thompson, stuffing the nerdy Peter into his own locker. _"See you next fall!" _Flash laughs at his pathetic victim before leaving the premise.

"That guy reminds me of Cardin." Ruby scowled.

"You can consider Flash Thompson as his 'spiritual' counterpart." Madame Web remarked.

They continue watching to see Peter's rich best friend, Harry Osborn, opening the locker to free his buddy. _"Thanks Harry." _Peter thanks his best friend.

"_Dude, locker-knocker time again? Thompson is such a tool." _Harry questions the consistency.

"_If that's the worst thing that happens to me, I'm comin' out a head." _Peter responds with a smile to his friend.

"That's Harry Osborn?" Weiss questions the psychic.

"Correct. Peter's best friend and, sadly, the son of Norman Osborn." Madame Web answered.

"He's better looking than I thought he'd be. Certainly doesn't act like this dad." Weiss responds, developing an attraction for the deceased rich kid.

"Hey. Who's that girl walking to them?" Ruby points to a beautiful blonde girl wearing a green coat and purple shorts approaching Peter and Harry.

"That young and bright girl is Gwen Stacy, daughter of a police captain and Peter's first love interest as they share an affinity for science." Madame Web briefs them on Gwen Stacy.

"Peter certainly has a thing for blondes, huh?" Yang jokes with a smile.

"_Peter, are you doing okay? Saw Flash stuff you in a locker again. He really needs to stop picking on you." _Gwen says to Peter.

"_I'm fine, Gwen. So, are we all still planning to visit that science demonstration at Oscorp today?" _Peter asks his best friends.

"_I wish, but I have something to take care of with my dad, so I won't be able to join you guys." _Harry frowns.

"_Look at it this way. At least you get to spend some quality time with your dad." _Gwen told him to look at the positive side of this.

"_I guess. Anyways, I'll see you two tomorrow. Have fun." _Harry smiles as he waves goodbye to his friends, as Peter and Gwen walks out of school to attend the science demonstration.

"What's this science demonstration they're attending?" Blake asked, as the Web transitions to the scene of Peter and Gwen attending the science expo inside Oscorp Tower.

"A demonstration in radiology. It was on this fateful day when Peter's life changed _forever_. Look." Madame Web points to Peter getting bitten by a spider, which had accidently been exposed to radioactive rays from a particle accelerator, "Through a miracle of science, Peter soon found he had gained that spider's powers and had, in effect, become a human spider."

"And that's when he decided to become a superhero." Ruby remarked.

"Not exactly."

"Huh?"

Madame Web explains as she shows them images of Spider-Man's career before becoming a superhero, "At first, Peter tried to _cash in_ on his new abilities, using them only for personal gain. He started out as a wrestler, wearing a mask so no one would recognize him. Then went to star on TV, designing the costume you see him wear today. Spider-Man became an immediate sensation, until the fame gone to his head and led him to making the _biggest _mistake of his entire life."

The Great Web shows the girls of Spider-Man walking down a hall alone holding a jacket, until he noticed a policeman chasing a thief down that same hallway. _"STOP! THIEF! STOP HIM! If he makes it to the elevator, he'll get away!" _The policeman shouts at Peter to stop the thief. But the webhead just stood there, allowing the thief to escape in the elevator. _"What's WITH you, kid? All you had to do was trip him, or hold him just for a minute!" _He berated the boy.

"_Sorry, pal! That's YOUR job! I'm through being pushed around by anyone! From now on, I just look out for number one!" _Peter said arrogantly, as he walks away from the policeman.

"Wow. Had no idea Peter was such a jerk. So selfish and arrogant." Weiss remarked.

"Kinda like you?" Ruby smirks at her arrogant partner.

"I'm not arrogant enough to allow a THIEF to run pass me." Weiss retorted.

"What happens next?" Yang asks the psychic.

"Days later, Peter returned home at night to find the police outside his house after an attempted robbery." Madame Web responds, pointing to the footage of the police talking to Peter as he returned home.

**BGM End**

"_Bad news, son. Your uncle has been shot, murdered."_ The policeman informs Peter, which devastated the poor boy and surprised the girls watching.

"_Uncle Ben, DEAD! No! No, it can't be!"_ Peter retorts in disbelief. _"Who did it? WHO SHOT HIM?!"_ He angrily shouts at the police man.

"_It was a burglar. Your uncle surprised him! But don't worry, lad! We've got him trapped! He's in the old warehouse at the waterfront! We'll get him!" _The policeman informs him.

Madame Web says, "But Peter wasn't going to allow that. Full of rage, he took his costume and stormed off to the warehouse to confront the burglar first, and alone." She said, as the footage transitions to the warehouse, where Spider-Man is brutally fighting the burglar.

"_You stole the life of a good man! A man with a loving family!" _Peter said angrily, kicking the thief and smashing him through boxes. The thief gets up and desperately tries to run away from the furious wallcrawler, _"Don't bother running! There's no place where you can hide!"_ He says with a glare, yanking away his gun with his webbing before yanking the thug into a fist that flies him across the room.

"_Don't hurt me! I didn't mean to-!" _The thug pleads for his life until he was webbed to the wall.

"_Save your excuses!" _Spider-Man furiously rips him off the webbing,_ "All I want to hear are your screams!" _He lifts him towards the light as he takes off his ski mask so he could look at the face he's going to beat to a bloody pulp. But the second he rips off his mask, Peter's eyes widen in absolute shock and horror as he recognizes he is the same crook from the TV studio, the one he should've stopped but he didn't because of his arrogance, _"That face…I remember that face…What have I done…WHAT HAVE I DONE?!"_

"That's the same crook from before! HE'S the one who killed his uncle?!" Ruby gasped, as the girls were also horrified to learn he's the same crook.

"Unfortunately." Madame Web frowns. "Peter had the power but didn't use it. He lost his uncle because he _ignored_ his responsibilities."

"So _that's _why he blames himself for his uncle's death." Yang frowns as she stares depressingly at the floor.

**BGM-Marvel's Spider-Man (PS4) OST-Main Menu**

"From that moment on, Peter learned a valuable lesson that with great power there must also come great responsibility." Madame Web stated. "Now, wherever there's trouble, whenever a criminal's on the loose, or lives are in danger, he swings into action as the Amazing Spider-Man." She says, controlling the Web to project numerous images of Spider-Man's greatest successes and feats, like the times he freed himself from Doc Ock's underwater base, defeating the Sinister Six and defeating the cosmic herald of Galactus, Firelord, which left the girls in total awe, "For the past two years, he has fought evil while enduring negative press, personal losses, and the occasional crisis of confidence. But he has always found the strength within to emerge from defeat _stronger_ than ever. He has gained the respect of his world's greatest heroes, and played key roles in battles that determined the fate of the entire universe." She states, projecting images of Spider-Man's participation in the Infinity War event against Thanos, helping his fellow heroes defeat the merged mutant menace Onslaught, and his assistance during a time when the world eater Galactus tried to consume the planet.

"Peter has been saving the world since he was 15! That's so awesome I'm honestly a little jealous!" Ruby smiled, as the girls have newfound respect for Spider-Man's heroics.

**BGM End**

"But, like any great hero, it is natural to have an arch-nemesis." Madame Web stated.

"Are you talking about Norman Osborn?" Blake questioned.

"And his alter ego, the Green Goblin." Madame Web projects the images of Norman Osborn and the classic Green Goblin, back when he was a violent madman dressed in a Halloween costume.

"_That _used to be Goblin? A crazy guy dressed as the boogeyman holding a man purse?" Yang quipped.

"Norman Osborn was _never _a very sane man." Madame Web states, showing numerous images of Green Goblin wreaking havoc on the city and his countless battles against Spider-Man, "Growing up under an abusive father and the loss of his wife was enough to push any man over the edge, but Osborn had much further to fall still."

"Osborn had an abusive father? Ugh. I _hate _the thought having something in common with that monster." Weiss commented.

Madame Web continues, "Osborn is the CEO of Oscorp, one of the most successful corporations on Earth, operating in various markets, from technology and transportation to pharmaceuticals and scientific development. One day, while reverse-engineering an experimental serum, Norman created a volatile concoction that exploded in his face and finally drove him to become the violent madman, The Green Goblin! Always thirsting for power, Goblin planned to become the most powerful crimelord on Earth, but was repeatedly defeated by Spider-Man. Yet ever the sly one, Osborn has always eluded punishment and grew obsessed defeating his nemesis, even went as far as discovering his secret identity and _murdering_ Gwen Stacy." She projects the image of Spider-Man holding Gwen's dead body, after she was thrown off a bridge by Goblin and her neck snapped when Spidey tried to save her with his webbing.

"Oh god…Goblin mentioned killing Peter's first love…That _monster_!" Yang clenches her fist in rage, as her hatred for Goblin rises.

Madame Web continues with the tale, "Blinded by rage after feeling responsible for Ms. Stacy's death, Spider-Man nearly killed Osborn in retaliation but chose not to do so in the end. Goblin ended his own life that day when he attempted to kill Spider-Man with his own glider, but got himself impaled. His son Harry witnessed his father's death, and for a brief time, carried on the legacy of the Green Goblin and tried to destroy Spider-Man himself in revenge."

"I feel so sorry for Peter. Lost the love of his life and then had to fight his best friend." Weiss comments somberly.

"But, unknown to everyone at the time, Norman Osborn returned to the land of the living thanks to the powerful regenerative abilities of his Goblin Formula." Madame Web continued. "While the world believed he was dead, Norman was scheming his revenge in secret. To improve his formula, he stole a sample of Peter's blood to create what he calls the 'Oz compound' to gain more power, but at the devastating cost of his humanity."

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

The blind psychic projects footage of an Oscorp laboratory at New York City. They see Norman and his unnamed lab assistant entering the lab to test out his latest formula. _"It's ready, Mr. Osborn, but…Norman, I do have to voice my reservations once again. I don't like this secrecy-."_

"_You don't like? YOU?" _Norman sternly cuts off the timid scientist as he takes off his shirt and throws it aside, _"I'M in charge here. There's no reason to wait any longer." _The crazy supervillain straps himself tight on a table underneath multiple lasers, powered by his upgraded Goblin Formula using the Oz compound, aimed directly at him, _"Begin!" _The timid scientist nervously pushes a button, commanding the lasers to fire on Osborn with dangerous, green, radioactive rays of energy that are slowly mutating his body, _"Arrhhh…Yessssss! It's working! I told you! I told-!' _

Before Osborn could finish his claim, the lab explodes and covers the place in flames. The lab assistant survived, injured and coughing badly from the smoke, _"Mr. Osborn…Norman? Are you injured?" _But to his surprise, as well as Team RWBY watching, they were horrified to see the experiment has mutated Norman Osborn into monster that greatly resembles a green goblin, _"Good lord…"_

"So THAT'S how Norman turned into a monster. Peter's blood literally turned him into a Green Goblin!" Ruby commented.

"_Osborn, we need to get you some help. The experiment has… it has gone BEYOND what we imagined, sir." _The lab assistant said to the mutated Osborn.

"_Raaaaahhhhrrrr!" _But the mindless Goblin didn't listen as he furiously tries to slice his assistant's head off with his new claws.

"_Mr. Osborn…please, sir! Calm down!" _The scientist pleads, while ducking under Osborn's mindless attack.

Goblin leaves the scared scientist alone as he smashes through a window, jumping out into the city as he furiously yells, _"Ppppprrrrrkkkkrr…!"_

"He's going after Peter!" Ruby commented.

"But where is he?" Weiss questioned.

Madame Web answers, "During this time, young Parker was attending school until Goblin attacked it and nearly burned it to the ground to search for him. Peter put on his costume and went into action, saving the students before confronting Goblin." She shows them footage of Spider-Man confronting the mutated Green Goblin inside the ruins of his school.

**BGM-Ultimate Spider-Man (Game) OST-Venom Fight Theme**

Clueless that his new Goblin is really Norman Osborn back from the dead, Spidey gives him his usual quips,_ "Wow…uh…you're new here, aren't you? I think all visitors need to check into the office first if I'm not-."_

"_Nyyyyyrrrr!" _Goblin furiously lunges at the webhead.

"_WHOA! I guess you don't speak human? Oh, boy. This is gonna-." _Spidey gets smashed through a wall by Osborn before zipping to a wall for safety.

"_Pppkkrrr…" _Goblin said angrily.

"_Who are you? How do you know my name?!" _Spidey retorted.

"He doesn't know that's Osborn?" Ruby questioned.

"Duh! Last time he saw him, he died and wasn't a mutated freak." Weiss shrugged.

"_How about we take this away from the nice, non-superpowered students…hey talk, dark and gruesome?" _Spider-Man swings out of the school, leading the mindless beast to a bridge, _"Oh, I forgot. You only speak monster. Let's simplify things. Me Spider-Man. You ugly man. Follow Spider-Man. Try to keep up!"_

"_Raaaaaahhhrrrr!" _Goblin roars, as the eternal rivals take their ferocious battle to the bridge, where they got the unexpected spotlight from the police helicopters.

"_This is the NYPD! Stand down or we WILL fire!" _The police stated.

"_Guess we drew a crowd. This is so not good." _Spider-Man remarks before beginning his fight with Goblin.

"Though his new formula initially turned him into a mindless beast, it did grant Osborn the extra power he never had before that pushed Peter to his edge." Madame Web explains, as Goblin seems to have a slight advantage over Spider-Man in their battle on the bridge.

"_Can't we call it a draw…how about rock, paper, scissors?" _Spidey joked, as his Spider-Sense warns him to duck when Goblin tried lunging at him, _"WHOA!" _tricking Goblin to fall off the bridge into the large river below, seemingly dead, _"Guess not." _

"_Stay where you are! You're under arrest!" _The NYPD helicopters tries arresting Spider-Man as he swings away from the crime scene.

"_I'd love to talk, fellas, but I'm late for a very important date!" _Spidey quips, escaping from the police's sight as he returns to his school.

**BGM End**

"So what happened to Goblin? Did he die again?" Blake asked.

"No. He was found and taken into custody by S.H.I.E.L.D., the peace-keeping organization of Earth. He was locked up in a cell by the director of SHIELD, Colonel Nick Fury, who interrogated him on information on his new Goblin Formula." Madame Web switches the scene to Fury interrogating the silent and normal Osborn outside of his cell.

"Dig the eyepatch. He looks cooler than General Ironwood." Yang quipped.

"_So, you won't help us unlock the secret of your Oz Formula?" _Fury interrogates Osborn, who gives the director the silent treatment, _"Listen up, Osborn, the silent treatment will get you nowhere." _He said, as Norman continues to remain silent, _"Fine. Our scientists have been itching to give you the once over. Maybe it's time we find out what they can gather from a few blood tests?" _He said, which finally got a furious reaction from the CEO.

"_No! You can't have it, Fury! And if you try to repeat my success, you'll regret it! I'll make you paayyyyyy!" _He transforms into Goblin and smashes himself a hole in his cell to escape containment, as Fury pounds his fist on the nearest wall alarm to alert his men of Osborn's escape.

"_We have a level 4 four security breach! Close all exits! Don't let that maniac escape!" _Fury alerts his agents.

"Unfortunately, Goblin escaped." Madame Web stated to the girls, "After his escape, Fury informed Parker of Osborn's return, which shocked and enraged the boy. Knowing Osborn was a threat to the city and to his loved ones, Peter worked with SHIELD to stop him. In the meantime, Norman convinced his son, who was still the second Green Goblin, to work together to destroy Spider-Man," She shows mystical footage of the Osborns attacking the Helicarrier during a dark night, "They attacked the SHIELD Helicarrier where they battled Spider-Man, Nick Fury, and his forces, but Peter managed to convince his friend to come to his senses, and the two friends worked together one last time to stop Norman. When Norman temporarily knocked out Spider-Man, Harry made the ultimate sacrifice to protect his best friend.

"_Stay away from him, dad!" _Harry confronts his monstrous father, protecting his best friend as he throws pumpkin bombs at his father.

"_Harry…You dare protect our mortal enemy? You DARE strike at your own father?" _Norman lunges at his own son, brutally slamming his face to the ground, _"THIS is the thanks I get after I have given you EVERYTHING?!" _He furiously punches him, repeatedly, beating his son to his death, _"THIS is how you honor me! This!? THIS!?"_

"_HARRRRRRYYYYY!" _Spider-Man shouts, kicking Osborn away from his son, but it was too late. Harry was already dead.

"_What? What have I…" _Norman remarks in shock from killing his own son.

"_OSBORN!" _Fury shouts, as he and his agents point all their weapons right at him, _"I can't believe you! You killed your own son!" _He yells at him.

"He really killed his own son…I…" Weiss has a stunned expression on her face, as she doesn't know how to properly comment on Osborn's madness.

"Norman was blinded by rage. Despite his insanity, he still loved his son, just like how Harry still saw Peter as a friend right to the bitter end." Madame Web states, showing the girls of Goblin blowing up the Helicarrier and cause it to crash to the river, "Norman blamed his grief on Spider-Man as he crashed the Helicarrier to the river," She then shows Spider-Man and Goblin clashing one last time outside the wreckage, "The two rivals fought one last time, with Spider-Man emerging victorious and Osborn sent to prison for his crimes."

"But that wasn't the end of Osborn, wasn't it?" Ruby comments somberly.

**BGM-Mega Man Zero 3 OST-Prismatic (Telos Ver.)**

"I'm afraid not. Osborn's latest scheme is the current source of Earth _and _Remnant's problem." Madame Web projects a new vision in the Great Web that shows a mysterious cosmic shockwave that hit the Earth, "A while ago in my universe, Earth was hit by a mysterious Pulse, a phenomenon which affected technology worldwide and left strange energy signatures. One of which was ISO-8, also called Neutronium…The birth caul of the universe." She casts a projection of a blue ISO-8 crystal, "Weaponized space-time. The most powerful substance in _all _creation. When Osborn learned of the ISO-8's potential, he broke out of prison and collected as many as he could to fulfill his most sinister grand scheme. He used ISO-8 to enhance his Goblin Formula in an effort to achieve godhood, plotting to create his own army of superhumans under his control to rule over reality. Spider-Man confronted him, as expected, and tried to stop him. But when Goblin broke his dimensional wristwatch, it tore a rift in reality, swallowing them into another universe."

"_Our _universe. That explains the weird wormhole we saw in the sky a few months ago." Yang quipped.

"I foresaw these events and instructed Spider-Man to attend Beacon Academy as a student so he could learn new skills and gain valuable allies in his war against Goblin. As well as the opportunity to master a new power that was hidden within him as a gift." Madame Web stated.

"What gift?" Ruby questioned.

"The Other."

"The what?"

"I have already lectured you on Spider-Totems, but now it is time to learn of their multiversal variant: The Great Totems." Madame Web responded.

"Great Totems?" Blake questioned.

"Deific Spider-Totems." Madame Web clarified. "Only one of their kind in ALL reality. Great Totems play key roles in maintaining the Web of Life. For example, the Great Weaver. Their role is selecting those who are worthy of becoming the avatars of Great Totems. They _chose _Peter Parker as the avatar of The Other the moment he first received his powers and became Spider-Man. The Other's role is a powerful and combative deity that has existed for many eons. A multiversal entity that empowers a single Spider-Totem and grant them the _ultimate _spider-powers. It is the true source of every spider's power."

"Like turning them into a Man-Spider." Blake comments, understanding it was The Other who transformed Peter that night.

"Exactly. However, for years Spider-Man subconsciously rejected and suppressed The Other, until Pyrrha Nikos unlocked his X-Aura, awakening the mystical spirit bonded to his soul. If Peter continues to suppress The Other, he will be consumed by it. His human nature will be _erased_, and his body will be left in control of the spider that _hungers_ for destruction, bringing ruin to the world." Madame Web explains.

"So what you're saying is that if Peter doesn't accept the 'spider' side of himself and evolve, he'll die?" Weiss questioned to come to an understanding.

"Exactly." Madame Web nodded.

"That stinks." Yang jokes as the girls stand after learning everything about Spider-Man, Goblin, and The Other.

"Now we understand what we're dealing with. Is there any way we can help? How to wake him up from his coma before the Other takes over again?" Ruby requests the psychic's assistance, as she is determined to help her friend overcome this massive obstacle in his life.

"_Believe_ in Peter Parker, as he _believes_ in you…" Madame Web cryptically says, as her fog is about to encompass Team RWBY, "And do not worry about his current condition. He'll wake before the dance. Be wise with the _gift _I'm leaving you…" She said, just as the fog envelops them completely and returns the girls to their dorm, back in their pajamas as if they never left at all.

**BGM End**

"That…was super weird." Weiss remarks on that mystical experience.

"At least we learned everything there is to know about Peter and Osborn." Blake stated.

"That my super-awesome boyfriend is one of the world's greatest heroes, while Storming Norman is a power-hungry, mutated jerk." Yang quips with a smile from her bed.

"That about covers it." Blake remarks with a slight shrug.

"And we know Peter will wake up before the dance." Ruby smiled.

"Possibly." Blake remarked.

Just then, Ruby notices a strange blue glow emitting from beneath her blanket. She reaches for it and takes a cosmic blue crystal she has never seen before, "What's this crystal? Is this Dust?"

"No, wait! That's the ISO-8 Madame Web told us about!" Weiss gasped, as Team RWBY now own their own cosmic crystal.

"Is this the 'gift' she mentioned?" Ruby wonders, marveling in awe of the interdimensional power crystal.

"Are the four of us _responsible _enough to wield the most powerful energy crystal in the entire universe?" Weiss questioned.

"With great power comes great responsibility, right?" Ruby smiled, quoting Peter's famous catchphrase.

"Had a feeling you'd say that." Weiss replies with a smile, alongside the rest of her teammates.

"Let's get some sleep. Then check on Peter first thing in the morning." Ruby orders her team with a bright smile, having more respect for Spider-Man than ever before and promises to believe in him for the coming future, now more than ever.

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: And here is the revised origins of Spider-Man and Green Goblin, mainly based on their comic origins with additional inspiration from other Spider-Man-related media. Anyone that expected me to go into detail about symbiotes, secret wars, etc. You are out of your mind. The girls just need to know his general backstory, otherwise we'd be here all day. **

**superjoeyf721: No.**

**Jufesocar: Thanks, but I already know what Volume 3 is gonna be like.**

**Next time: Spider-Man No More?!**

**New Character Description:**

**The Other**

Description: A powerful totemic spider-deity linked to the Web of Life and Destiny. One of the multiversal Spider-Totems whose purpose is to bestows its receptacles with greatly augmented spider-powers and can transform them into a humanoid spider-monster when they are in mortal danger, enraged, or by choice. The Spider-Man of Earth Prime was chosen to be the receptacle of the Other when he first gained his powers, but subconsciously rejected it. With the awakening of his X-Aura, The Other plans to gain control of Peter's body and go on a rampage. It's powers rivals that of Chaos from Sonic's World, even at his strongest form.

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	42. Vol 2 Issue 13:Power and Responsibility

**BGM-RWBY OST- This Will Be the Day**

**Ruby Rose: My name is Ruby Rose, leader of Team RWBYP. An old psychic lady calling herself Madame Web talked to us last night about Peter and Goblin and other worlds! I still can't believe there's a multiverse and us and Peter are from other universes! That's so cool! What's not so cool is that some mystical spider-monster called The Other is trying to take over his body if he doesn't gain control over it soon. We have to help him. Madame Web said he'll wake up before the dance. Let's go see if he's awake.**

**BGM End**

* * *

_Vol 2 Issue 13: Power and Responsibility_

**Vale Hospital**

**BGM-Sonic Adventure OST-Welcome to Station Square (Special Remix)**

"Are you _sure _he'll wake up today?" A fully-rested Blake asks her friends, as Team RWBY are visiting the hospital to check on their comatose teammate.

"It won't be long now until the dance starts, and Madame Web did say he'll wake up before the dance, which you _are _coming to by the way." Yang smiles, as the girls walk down a hallway.

"Knowing Peter the way we do, I'm almost absolutely certain he'll wake up the _last minute _before the dance." Weiss joked.

Ruby chuckles, "Yeah, that's definitely likely."

As the girls approach Peter's room, they spot General Ironwood and Penny walking towards them from the other end of the hallway, with the general holding a special suitcase in his hand. "Salutations, Ruby!" Penny happily greets her best friend.

"Hi, Penny. And you too, General Ironwood. What's inside the suitcase?" The scarlet leader asks the general.

"Spider-Man's new suit." Ironwood answers, lifting the suitcase beside his head.

"A new suit? Atlas built him a new suit?" Weiss responded.

"After taking Peter to the hospital, we took liberty of his uniform and decided to spend time upgrading it as a gift when he wakes up." Ironwood explains, "As some of you may know, Atlas has had an interest in Spider-Man and his tech ever since he first appeared in this dimension. It's what led to the creation of the Dust Reactor and the Atlesian Paladin. This new project is a collaboration between the military and the Schnee Dust Company to upgrade his costume into the most highly advanced, hyper-powerful combat suit the world has ever seen, utilizing the most cutting-edge tech woven into his suit. We want Spider-Man to be at his top form, as his cooperation is essential defeating Goblin." He explained to the girls.

"My father _agreed_ building Spider-Man a new suit? Must've been difficult convincing him since he sees him as a menace." Weiss responded.

"I'm sure Peter will be thankful for the new suit. He's like me, always loving new toys." Ruby smiled. She knocks on the door as she grabs the knob, ready to open into his room, "Peter, if you're awake, it's us. How're you feeling?"

**BGM End**

But as Ruby opens the door, everyone was shocked to see Peter is gone from his bed and the window is left wide open. "He's gone?!" Ruby remarks in shock.

"Did someone come back to kidnap him or did he wake up and left?" Blake remarks, as the gang quickly investigate the room for any clues on his whereabouts

"For what reason would he leave the hospital after waking up?" Weiss asked.

"After learning what we learned about him, he probably left for our own safety fearing what he might turn into." Yang responded with a small, depressed frown.

"But what if that spider-monster emerges again and takes control of his body? We need to find him quickly!" Weiss retorted, fearing The Other will go on a rampage if it awakens again.

"I'm contacting my men right now to search for Peter Parker!" Ironwood remarks, taking out his Scroll to contact his men.

Ruby stares out through the open window, as the gentle breeze hits her in the face and lifts her cape to the air. She sighs depressingly, "This morning is turning out wonderfully. I hope you're okay, wherever you are." She said, hoping her outworldly friend is safe.

* * *

**Meanwhile…with Peter…**

In his civilian clothes, a fully awakened Peter Parker drops from a rooftop down into a dark alleyway with a spider-like pose. He looks out the alleyway, watching the normal traffic on the streets and civilians walking along the sidewalk. The teenager grunts, clenching onto his head as he tries to remember everything that happened to him before he was knocked into a coma, _'Arrgh, my head! What the heck happened to me? I don't remember anything. Is this what a hangover feels like?' _He mentally jokes, _'Last thing I remember, Goblin was roasting me to death. Physically roasting me, with fire, and perhaps a little mental roasting. Mental…Wait, I think I'm starting to remember some things. '_He vaguely remembers transforming into a Man-Spider, battling Devil Goblin, and almost made Team RWBY his prey, _'My mutation…I turned into a monster. Nearly destroyed the city. Almost killed my friends. Something is living inside me. Trying to take control. I can feel it. Ah man! It's like being bonded to a symbiote again, except this feels more…spidery. Don't know where I left my costume. You know what? I don't care. Some nameless hobo can keep it. Spider-Man is DONE! No more! How can I continue being a hero if I transform into a monstrous menace? I…I need to be alone.'_

Peter vows to himself to never again put on the costume ever again, fearing of his own monstrous evolution. He tugs his hands into his pockets and walks away, passing by a trash can that's holding a thrown away, makeshift Spider-Man costume that resembles his original costume. He reminisces one last time of his amazing life as a superhero, which also damaged his social life at the same time before walking away, hoping to never interact with his friends and families again.

"Running away again?"

"Huh?" Before Peter walks away from the alleyway, he turns back around to see the masked Raven Branwen emerging from the shadows to speak with him, "You! The masked lady! You're still alive?!" He remarks in surprise.

"What made you think I was dead?" Raven asked.

"Goblin destroyed his whole island, and was pretty thorough. How did you survive?" Peter asks her.

"I have my ways." She answered vaguely. "You've been out for about a week, Parker. Stuck in a coma after transforming into that spider-monster and nearly destroyed the city while fighting Goblin. I know. I saw it all happened."

"Gee, thanks for not helping out when I turned into a monster and almost killed my friends." Peter retorts with irritated sarcasm. "Aren't you supposed to be a Huntress?"

"I'm a bandit. I became a Huntress to _kill _other Huntsmen and Huntresses." Raven told him.

"You'd be great friends with Wolverine, or Deadpool." Peter quipped.

"Listen, you scrawny twit. I couldn't have helped you even if I wanted to. I didn't want to compromise my cover any more than it already is. Since I escaped the island before it was destroyed, if Goblin suspects I'm still alive, he'll show _no _mercy. It's up to you to hurry up and defeat him." Raven argues with the former hero.

Peter retorts, "Forget it! I'm DONE being Spider-Man! I know Goblin is a monster that needs to be stopped, but how can I stop him if _I _become a monster? I'm not a _person _anymore. I'm no hero. I nearly destroyed the city and almost killed my own friends! Do you have _any _idea how much that bites?! How can I continue being Spider-Man if the _man _can't control the _spider_?!" He asks before turning and walking away from her.

"Stop being a coward for starters!" Raven retorts hypocritically, as she approaches him from behind, "My own _life_ is on the line because of you and the old crone! Goblin is _your_ mess! So take responsibility and fix-!" The second she stops him by grabbing his arm, Peter partially transforms into the Man-Spider with the glowing red eyes and menacing fangs, as he turns around and furiously delivers a lightning-fast punch to her mask, sending her flying and smashing her to a wall at the end of the alleyway.

"DON'T TALK TO ME ABOUT RESPONSIBILITY!" Peter yells furiously at her.

That single punch from Peter obliterated Raven's mask, as she slowly stands up confronting him with an angry expression on her face as her eyes instinctly gain a dark red aura, as if there's a mysterious power within her that's reacting to his usage of The Other. Noticing this, Peter calms down as his body returns to normal, "Your face looks familiar…" He said, remaining ignorant of Raven's relation to Yang, "And your eyes…This _power_ I'm sensing from within you. It feels like…magic."

Raven scoffs, closing her eyes for a moment to turn off her magic powers, "Seems like the power of the Maiden was reacting to the mystical force bonded to _your _soul."

"Maiden? What's a Maiden?" Peter questioned.

"If there's one thing you and Ozpin share, is that you both _love _keeping secrets from everybody that decide the fate of the world." Raven remarked, confusing the teenager.

"Are you gonna answer my question or are you gonna make fun of me all day?" Peter quipped. "From what I heard, magic doesn't exist in this dimension."

"For the most part, that is true, but there are _special _individuals that possess magical powers." Raven explains, "I'm the Spring Maiden, one of the four Maidens of Remnant. The other Maidens are referred to as Winter, Summer, and Fall. The Maidens have existed for thousands of years, passing their power from host to host upon death, each one possessing immense power over the elements." She briefs him on the Maidens.

"So you're like _magical _versions of the Elementals." Peter compares them to Osborn's elemental monsters.

"Except I don't mutate into a monster of global destruction." Raven quips. "YOU, on the other hand." She stares at the glaring Peter, "The mystical power resting inside you is _similar _to the Maidens, but has enough differences to make itself more _unique_. It felt more _ancient_. More _destructive_ than the four Maidens combined. _That's_ the power that transformed you into that spider-monster." She said, explaining what she knows about The Other.

"So my mutation _isn't _a genetic thing? There's a magical spider-monster living inside me?! That's crazy! This is why I HATE magic!" Peter retorts in disbelief.

"If you don't gain control over yourself, that spider-monster _will _emerge again. _But _I'll be happy to stop you if it comes to it." Raven jokingly offered.

**BGM-Mega Man X8 OST-Sorrow**

"Good!" Peter retorts, slightly surprising the bandit, "I never _asked _to be Spider-Man! I never _asked _for these powers! Never knew it would mean having a spider-spirit living inside me! Mutating me into a monster! Nearly killing my friends! And giving Goblin access to _my _DNA which he's using to _destroy_ the world!" He angrily tells her before walking away, "It was just a twist of fate! Bad luck! A random bug bite! Quitting is the easiest decision I've ever made." He claims, leaving the alleyway with the maskless Raven, who shows a rare somber expression as she stares at him walking away.

**BGM End**

A depressed Peter walks down a sidewalk approaching a quiet neighborhood where there's barely any people to talk to or interact. He stares down at the concrete he's walking along with his hands tugged in his pockets, mindlessly following the wind, hoping it would lead him somewhere far away so his presence won't endanger people ever again.

"HELP! Somebody…HELLLP!"

**BGM-Spider-Man: Web of Shadows OST-Protect the Innocent**

Suddenly, Peter's thoughts were interrupted when he heard an elderly woman cry for help. _'Someone's in danger. On the other side of that alley. And no one else around…except for me.' _Peter rushes through the alley, finding himself at the other side to see an old dog Faunus couple being mugged by a crook. Peter narrows his eyes at the old lady and recognizes her as May Burnside, Aunt May's Remnant counterpart that he hasn't seen in months, _'That woman! I recognize her! She's May Burnside! The woman that looks like Aunt May but with dog ears! I haven't seen her since I first arrived in Remnant. And the old man with her. Is that her husband?' _He wondered.

"Alright, filthy Faunus, cough up whatever you have so nobody would get hurt!" The human mugger threatens the Burnsides.

"We're not giving you anything, mister. No matter how much you threaten us." Mr. Burnside retorts fearlessly.

"Your funeral." The mugger points his gun at the married couple, ready to kill them and skedaddle.

'_Oh no you DON'T!' _Peter growls, moving at his top speed from the alley and leaps forward with a flying kick at the mugger before he shoots, knocking him out cold on the ground.

**BGM End**

Mrs. Burnside gasps in shock as she recognizes Peter after he saved their lives, "You're that boy I met before. Peter Parker, was it?"

"Long time no see, Mrs. Burnside. Are you and your husband alright? I think that's your husband." Peter asks with a smile.

"We're fine, kid. Thanks for the save. You got some moves, you were a blur." Mr. Burnside smiled at the outworldly teen.

**BGM-Marvel's Spider-Man (PS4) OST-Behind the Mask**

Strangely, Peter tilts his head in confusion as he stares at the old man's face, as he seems to remind him of someone else he met in his life, _'This old man…He looks familiar…He reminds me of someone…Someone from the past, but who?' _He ponders this thought, mentally comparing Mr. Burnside to another old man from his past. And right there is when it clicked. Right there is when he stares at the old Faunus for another moment as he figures out who he reminds him of, _'No way…Uncle Ben…' _He believes he is meeting Uncle Ben's Remnant counterpart, as tears slowly drop from his pupils.

"Are you doing okay, kid? Is something bothering you?" Ben Burnside asks sincerely, noticing the tears in his eyes.

Peter wipes the tears from his eyes as he replies with a smile, "It's nothing. I'm just…glad you're alright. Would you mind if I…walk you two home? So no one else would mug you?"

"We appreciate it, Peter." Mrs. Burnside smiles warmly, as Peter follows them back to their apartment.

**BGM End**

* * *

**Later at Burnsides' Apartment…**

**BGM-Spider-Man 2 (Movie) OST-Aunt May Packs & Sells Spidey**

"Have some tea, Peter." Mrs. Burnside offers the former hero a cup of tea.

"Thank you." Peter politely accepts the generous offer, drinking from the cup while the old lady works in the kitchen and her husband sits in the living room with Peter.

"So you're the kid who takes pictures of Spider-Man." Mr. Burnside starts a friendly conversation with the boy.

"I used to." Peter replied.

"You used to? Where is he?" The old Faunus asked.

"Ben and I agree. We don't see his picture in the paper or the news anymore ever since this crime wave started. People are getting worried." May responded from the kitchen.

"He…uh…quit." Peter said hesitantly.

"Why's that?" Ben asks him curiously.

"He's lost. Something happened to him and…" Peter sighs before frowning, "He's not sure what he is anymore."

"Does he have any friends?" Ben asks him.

Peter sighs, "That's, uh, another problem. He does everything alone to protect his friends and make sure they don't get caught in the crossfire. But when they do, and they get hurt, it…adds to the burden."

"Learning to succeed, even the _greatest _of heroes must accept a helping hand during their darkest hour. That's what I think Spider-Man is. A hero." Ben stated, staring at the shocked Peter. "May told you we were both former members of the White Fang before they were corrupt. No one knows who or what Spider-Man is, but one thing is certain, he _never _turned his back when he could help. His actions have proven been beneficial for Humans and Faunus across the kingdom. He's accomplishing what the former White Fang was _never _able to achieve. He's become a beacon of hope. An inspiration."

"_Everybody _loves a hero." May speaks as she sits next to her husband. "People line up for them. Cheer them. Scream their names. And years later they'll tell how they stood in the rains for hours, just to get a glimpse of the one who taught them to 'hold on a second longer'. I believe there's a hero in all of us that keeps us honest, gives us strength, makes us noble, and finally allows us to die with pride. Even though sometimes we have to be steady and give up the things we want the most, even our dreams. Spider-Man did that for this kingdom, and we wonder where he's gone. We _need _him." She finished her motivational speech, which sincerely had an effect on Peter's heart as he's close to tears and nods silently in agreement.

**BGM End**

* * *

**Short while later at the docks…**

**BGM-Marvel's Spider-Man (PS4) OST-Spider-Man**

Peter stands alone at the docks, staring out at the big river in front of him as he ponders the Burnsides' motivational speech to him, _'They're right. Spidey never did turn his back when he was needed. Except the time I failed Uncle Ben and accidently got him killed. But, it's thanks to Spider-Man, this kingdom has hope. It was thanks to me, Mr. Burnside lived. And it was thanks to my friends, I was reminded of my own humanity. At last, it's all crystal clear to me once more! Spider-Man is not a disease that needs a cure, and he's more than a random bug bite too. Spider-Man is who I am. My destiny. So no matter how unbearable the burden may be…No matter how great my personal sacrifice…And no matter what mystical spirit is trying to control me. I can NEVER permit one innocent being to come to harm because Spider-Man failed to act. I SWEAR that I never will! And I PROMISE not to fear the other side of my being!' _

Peter promises himself all of that, accepting both the man and spider of himself, confident that he will control The Other snarling within his psyche. And as he plans to return to Beacon Academy, he notices a black corvid has been spying on him from a rooftop. The bird flies away upon being noticed, leaving Peter to wonder if that was a transformed Raven he saw fly away.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: I'm retconning the Burnsides knowing Peter's hero identity because when you think about it, it doesn't make sense. They may look like Aunt May and Uncle Ben, but that's not an excuse to tell them everything, including the fact he's from another dimension and can transform into a monstrous spider at any time. **

**Guest (Chapter 41): The Other is neither good nor evil in this revamp origin. It's a neutral mystical Spider-Totem that craves a host and destruction, just like in the comics.**

**Jufesocar: That's a terrible idea. No.**

**Next time: Reassembled!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	43. Vol 2 Issue 14: Homecoming

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Whew! Finally woken up from my coma after my fight with Goblin. Turned into a Man-Spider because of some mystical spider-spirit living inside my own body. Disturbing, and confusing. Wanted to quit being Spider-Man after I nearly killed my friends, but after reuniting with the Burnsides, I changed my mind. Spider-Man is who I am! It's my destiny! I'll gain control over my spider-side, but first, it's time for a little family reunion.**

**BGM End**

* * *

_Vol 2 Issue 14: Homecoming_

**Beacon Academy**

A glum Ruby rests her head on her hand while staring into the distance before she's startled by someone slamming their palms on the table she's at.

"I need _you_ to pick a tablecloth." Weiss smiles, sliding two squares over to her partner, both seeming to be similar shades of white.

"Aren't they both the same?" Ruby asks with a confused look on her face.

Weiss sighs in frustration, "I don't even know why I asked!"

Weiss walks away as Yang comes in carrying a massive sound speaker on her shoulder, which bounces her sister and the table she's moping on again to jump in the air when she drops it on the ground.

Yang brushes her hands as she approaches her depressed sister, "So, have you picked out a dress yet?" She asked her little sister.

"What's the point? Who cares about the dance if Peter is missing?" Ruby responds, as the girls still haven't found Peter ever since he woke up from his coma and left the hospital without any clues on his whereabouts.

"Oh, don't worry. He'll show up. A hero always shows up just in the nick of time." Yang answers with a smile, completely confident Peter will show up before the dance. She looks over to Weiss and is exasperated at what she's doing, "Weiss! I thought we agreed. No doilies!" She told her.

"If _I_ don't get doilies, _you_ don't get fog machines!" Weiss retorts, pointing at Yang as she walks up to her face.

"Your dance is gonna have fog machines?" The girls are interrupted by the sounds of doors opening, with Neptune walking in with his buddy Sun.

"We were thinking about it…" Weiss replied while acting sweet to her love interest.

"That's pretty cool." Neptune smiled.

"You ladies all excited for dress-up?" Sun asks them, acting suave to Weiss' ire.

"Pfft…Yeah, right!" Ruby responded.

"Laugh all you want. I'll be turning heads tomorrow night." Yang grinned.

"What are you two wearing?" Weiss addresses the male duo.

"Uuhhh…_this_?" Sun gestures to his current shirtless outfit

Neptune steps up and holds a hand in front of his friend's face, "Ignore him for he knows not what he says." He joked.

Sun knocks Neptune's hand away, "Hey, I may have moved to Mistral, but I grew up in Vacuo. It's not exactly a shirt-and-tie kind of place." He claimed.

"Yeah, we noticed." Yang quips, mirroring Ruby's and Weiss' looks of being told something extremely obvious.

"Sooo…" Sun rubs the back of his head, preparing to ask, "What does Blake think of all this? She still being all, y'know…Blake-y?" He asked the girls.

"Obviously." Weiss answered, turning and crossing her arms.

"Ignore her." Ruby remarked. "Blake is in the library finishing up some homework while she was…distracted when Peter fell into a coma." She told Sun.

"Make sense. How is Peter? I heard he's gone missing from the hospital. Have any idea where he is?" Sun asked the team.

"Nope." Ruby answered, somberly and sadly.

"Guys. Trust me. Peter _will _show up before the dance tomorrow." Yang smiles, showing her complete faith in Peter, knowing he'll show up sooner or later.

* * *

**Meanwhile with Blake…**

**BGM-RWBY OST-Burning the Candle**

The Faunus herself is sitting at one of the library tables with a holographic screen in front of her, rounding up her remaining homework and possibly searching for clues on Peter's current whereabouts. Until a small, bright red light appears on the screen. Moving up and down, Blake's eyes follow it down to her hand, then disappears entirely. She looks behind herself, obviously irritated, but no one walking among the tables is her culprit.

Turning back to the computer, she starts typing on the beeping keyboard before the laser dot appears on her hand briefly, prompting her to look around again and still find no one. The red point shows up on the screen, moving around in circles until Blake scowls and pounds her fists on the table. She stands up from her chair and finds the light on the floor, following it blindly through shelves of books until both the dot and its pursuer turn the corner, only for Blake to bump, shocked and shaken out of her more "animal" instincts, into, "Yo."

**BGM End**

**BGM-Sonic Forces OST-Fist Bump (Piano Ver.)**

The moment Blake looks at the person who was playing with her animal instincts, she gasps in utter shock as she bumped into her missing teammate Peter Parker, waving with his left hand as his right holds the laser pointer. "Hiya, cat. Knew you wouldn't resist. What a better way to surprise you than with a little game of cat and mouse." Peter smiled brightly.

Tears immediately form in Blake's eyes as she couldn't believe she's reunited with her outworldly friend after worrying for him for a week. "Peter…You're okay." The tears quickly stream down her face as she hugs him, with Peter kindly embracing the hug, "Everyone was worried about you! Where did you go?" She asks while quietly crying.

"Had to clear my mind. It's nice to see you're alright. How're the others doing?" Peter asks, smiling as they let go of their hug.

"Fine. We tried searching for you after you left the hospital, but Yang believed you'd come to us." Blake replies before frowning, "I'm so sorry, Peter. I betrayed your trust. I should've never gotten ourselves involved with Osborn. You warned me and I didn't listen."

"Hey, chin up. I don't blame you for anything. It was my fault for being a blabbermouth, so enough with the self-loathing. Only one of us should have those issues and I already volunteered." Peter jokes, which got a genuine giggle from the Faunus and a happy smile, "Nice smile." He smiled. "So, can you contact the others and tell them to meet me at my lab? I want to surprise them a little."

"Sure. We have a few surprises for you too." Blake smiled.

"Looking forward to it." Peter winks, looking forward reuniting with his teammates.

**BGM End**

* * *

**Short while later, at Peter's Beacon Lab…**

**BGM-Marvel's Spider-Man (PS4) OST-Behind the Mask**

Peter unlocks the door into his lab, which looks surprisingly untouched since he last stepped foot inside. "My little headquarters. Everything looks the same as I left it. God, it feels good to be back. It's only been like a week, but it felt like months since I last came in here. Feels good to be home." He smiles, while walking around his lab and reminiscing the good times he had here with his friends.

Speaking of friends, he hears loud footsteps rushing towards his lab as he turns around just as Team RWBY opens the door, with Ruby holding a mysterious suitcase while immediately asking, "Peter! Are you here?!" She gasps in shock, as everyone but Blake is stunned to see their interdimensional teammate standing right across from them with a casual smile.

"Hi. What's in the suitcase? You planning on moving to a new dorm? I just came back." He quipped.

Ruby just drops the suitcase to the floor while staring at him long enough for her eyes to swell up with tears. "PETER!" She dashes at him at full speed, nearly toppling him as she cries her eyes out while hugging her surrogate big brother.

"Sorry that I gave you such a big scare, but you don't have to worry anymore. I'm all better. I promise." Peter smiles, ruffling his surrogate little sister's hair to calm her down.

"Idiot!" Weiss shouts at him, startling him and Ruby alike. "Don't you know how worried we were over you the past week?! We were scared half to death that you might never wake up from your coma! And when you did, you LEFT without saying a darn thing! You should be ashamed of yourself!"

"I missed you too, Ice Queen. Chill out and give me a hug unless you're afraid you'll give me frostbite." Peter casually quips with a smile, knowing she's just venting out her anger and grief.

Weiss growls in annoyance from his pun, but lets it slide as her eyes are getting watery after worrying about him for days. She embraces him with a hug and requests, "Promise never to make us worry again or I'll never forgive you."

"I promise." Peter said sincerely.

After hugging the heiress, Peter receives a friendly fist bump to his arm by his smiling girlfriend, Yang, "Knew you'd show up, Petey."

"Thanks for having faith in me even though our relationship didn't exactly start off with a pleasant bang. Or a pleasant _Yang_." Peter made a terrible pun, which got an adorable tilting smile from his girlfriend since she made a similar pun before, "Okay, that pun was terrible. And it _did _start off with a bang. Not a pleasant one. There were _explosions _and _fire _that almost killed us. And I think there was a _rhino _somewhereinbetween." He babbles, feeling awkward while nervously rubbing the back of his neck.

Yang giggles, "Oh man, I forgot how terrible your jokes are compared to mine."

"Oh no, yours are worse." Peter quipped.

"Is that a good or bad thing?" She jokes, while embracing her love interest with a hug.

"Depends how much they annoy Weiss." Peter quipped.

"Hey!"

"Missed you." Yang whispers to Peter while shedding a few tears of relief.

"Missed you too." Peter whispers back as they let go of each other.

**BGM End**

**BGM-Spider-Man: Homecoming OST-Academic Decommitment**

"It's really good to see you girls again. I know you had it rough and must have a ton of questions after learning I'm Spider-Man and almost got you killed. I feel so guilty. Is there any way I can make it up to you all?" Peter asks after finally reuniting with his teammates.

"Tell us more about Earth and all your crazy-awesome adventures as a superhero!" Ruby excitedly requested.

"Same here." Blake nods with a simple smile, interested about the stories of his universe.

"I'm interested to learn more about your world myself, though I still find it _highly _ridiculous you come from another universe." Weiss commented.

"You can make it up to _me _by dancing with me tomorrow." Yang told her boyfriend.

"Dance? What dance? There's a dance?! That's tomorrow?!" Peter remarks in surprise, as he had completely forgotten about the Beacon Dance.

Weiss sighs in hopelessness, "You haven't changed a bit. We've been tasked to organize the school dance while you were sleeping like a lazy log at the hospital."

Peter facepalms at his stupidity, "Oh man! I was so focused on Goblin I must've forgot! I don't even know if I have enough money to buy a suit!"

"Don't worry, Pete. We gotcha covered." Ruby winks with a smile as she picks up the mystery suitcase she dropped on the floor earlier.

Peter has been partially curious about the case since Ruby brought it in and wonders what's inside. The girls smile as Ruby places the case on a table, opening the case to shock Peter with an upgraded Spider-Man suit that strongly resembles his classic red and blue suit but with some added black highlights on the arms.

"TA-DA! Here's your spectacular new Tech Suit!" Ruby joyfully introduces him to his upgraded suit.

"You girls upgraded my suit?!" Peter reacts in shock and awe as he approaches the suitcase, taking out his new suit while observing it in more awe.

"If any of us were as smart as you." Weiss remarks. "General Ironwood had the military construct this new suit as a gift and to help you fight Goblin and his little green nation."

"Hurry and put in on! You'll LOVE the new features!" Ruby excitedly urges him to put on the new suit like right now.

Peter took a minute in a private space to switch to his new Tech Suit, showing the girls his brand new costume as he puts on his mask, causing his entire suit to momentary light up with all its super awesome features. "Based on your original uniform, your Tech Suit is created with the most cutting-edge technology Atlas has to offer." Weiss starts walking around while giving him an overview of his new suit, "It's woven with the _unique_ combination of the most advanced fabric and Dust, equipped with an updated built-in AI that responds automatically to any attack, redistributing power and command the suit to absorb up to 55% of incoming damage. It's _extremely _resilient, waterproof, and _especially _fireproof." She explains, why Peter checks out his upgraded HUD, "The suit is also equipped with highly advanced stealth/camouflage capabilities, allowing you to turn invisible or mimic the appearance of any form of clothing with a thought."

Peter takes a moment to think himself the type of clothes he wants to switch to. His costume lights up, spinning around and tap dancing as his costume switches to a handsome black prom suit, "Ha ha! Alright, looking good!"

"Your suit is also equipped with a…" Weiss turns to Blake, "What does he call it?"

"A suit power." She answered as the heiress quickly turns back to Peter.

"A Resupply _suit_ power that allows you to continuously regenerate ammo for your gadgets for a limited time when activated." Weiss informs Peter another function of his new suit, as it transforms back to his hero costume.

"Are we moving to weapons now?! I want to talk about his new weapons!" An extremely excited Ruby eagerly waves her hand in the sky to talk about his other upgrades.

Weiss sighs in annoyance, "Fine."

"Awesome!" Ruby replies happily before turning to her bro, "First, your Web-Shooters have been upgraded and are now configurable, allowing you to use up to 576 different combinations dialed through either hand gestures or voice commands!" She informs him, as the suit's HUD shows him the different webbing selections.

"Ironwood really overdid it…" Peter muttered.

"With the Dust woven into your suit, you can summon your gadgets out of thin air, including your brand new Web Cannon 3000!" Ruby continued.

"My what?!" Peter retorts, as he materializes a red handheld cannon into his hands to wield, "Whoa! Is this my own Proton Cannon?"

"I don't know what that is, but it sounds super awesome!" Ruby excitedly remarked. "The Web Cannon 3000 is capable of shooting large blasts of web to immobilized enemies! Try it!"

While trying to figure out his new weapon, Peter presses on the trigger that accidently blasts impact webbing onto Weiss, pinning her to a wall with a furious glare, "PARKER!"

"Sorry, sorry! Still figuring out my new toy." Peter apologizes while using his strength to rip the webbing off her irritated body.

"The suit is also programmed with an Enhanced Combat Mode that powers you up with the elements!" Ruby continues with the exciting suit overview.

"Elements?" Peter questions as he dismisses his cannon out of thin air.

"It's based off the research Atlas has been conducting on the Elementals, after you defeated them and sent their Soul Molecules to the kingdom." Weiss explains, while ripping off the remaining webbing off her clothes, "The Tech Suit utilizes different elemental Dust: Fire, Ice, Electricity, and Wind. Simple enhancements for punches and webbing. Nothing too extreme that'll rip the kingdom apart. Except maybe for the two laser guns that are the equivalent of shoulder-mounted power plants that can dissect people at the atomic level." She points at Peter, as he materializes two laser guns mounted on his shoulders.

"_This _is getting excessive. I'm taking on the Goblin Nation, not the Goblin _World_, which I _hope _doesn't happen." He quips, turning off his laser guns, "Any more hyper-powerful weapons Ironwood equipped into my suit?" He jokingly asked.

"He pretty much put everything in your suit. Even a heater." Ruby remarked.

"I can dig that."

**BGM End**

"But _we _have something the military doesn't have. Here!" Ruby takes out the blue ISO-8 crystal she was given by Madame Web and offers it to Peter.

"What the?!" An astonished Peter takes off his mask as he gets a closer look at the cosmic crystal, "This is ISO-8! How in the WORLD did you get your hands on THIS?!"

"Madame Web gave it to us." Ruby replies, handing him the crystal to hold for himself.

"You've met Madame Web? What is that creepy clairvoyant planning this time that gave her the idea to give you a cosmic crystal of reality?" Peter remarked.

'_To help you succeed in the coming battles, unless you want to die and the destruction of reality.' _Madame Web's telepathic voice surprises the students, startling them as she appears before them as an astral projection.

"She's a ghost now?!" Yang reacts in shock and surprise.

"No, it's an astral projection. Telepaths love this trick." Peter answers before turning to his mystic mentor, "What did you tell the girls, Madame Web?"

"_Answers to questions that you'd never give since you ALWAYS have a problem talking to girls." _She remarks, which causes his teammates to laugh at his shyness around girls.

"Hey, I've IMPROVED in the past few years, thank you." Peter quipped.

Ruby says to her bro, "Madame Web came to us last night, told us everything about you, how you gained your powers, your rivalry with Goblin, and the people you lost to him like Gwen and Harry…" She then frowns in sadness alongside her teammates.

Since the girls are fully aware of his past failures, Peter shyly turns away from them to frown in his depressed lonesome, "I'm sorry I never told you everything about my past. I didn't…want to lose anyone else." He said somberly.

"We understand, Peter. Truly." Yang approaches him with a sincere somber tone, gently putting her hands on his shoulders as she turns him around to face his teammates, "And we love how much you care about us. But you aren't _alone _anymore. We're a team. Family. And family watches each other's backs. Gotta have faith in us, like we have faith in you."

Peter takes her words to heart and fully accepts his friends as true teammates that'll help him even at his darkest hour, "Thanks. All of you. You're the perfect teammates an interdimensional spider could ever ask for." He says with a smile, which makes them smile in genuine happiness. He then turns over to Madame Web, "And I have to apologize to you too, Madame Web. I should've never been so angry at you. I realize I was angry at myself and took it out on you. I was an idiot thinking I could beat Goblin alone."

"_That is alright, Peter." _Madame Web replies, forgiving him.

**BGM-Marvel's Spider-Man (PS4) OST-Worlds Colliding**

"So MW, what's the plan? How're we gonna stop Goblin? What has that maniac been up to since I was asleep?" Peter asks the psychic while he's grouped together with his teammates.

"_The Goblin King continues massing an army against us, their numbers growing each day. His empire has been committing crimes in the shadows beyond this kingdom. And with the combined power of his formula, the ISO-8, and his immortal X-Aura, his power is NEARLY godlike." _Madame Web briefs the heroes on Goblin's plans.

"Immortality and godlike power, huh…Yup, that's definitely a problem." Peter remarks, pondering ways to defeat his immortal nemesis.

"_Even so, invincible beings like Goblin have weaknesses that can be exploited. One of which requires you to master The Other that dwells within you and evolve with the capabilities to survive the coming onslaught." _She informed him.

"The Other? What's that?" Peter questioned.

"Some mystical spider-god that chose you as a host when you first got your powers and have been trying to turn you into a monster ever since." Weiss casually informs him of the Great Totem.

"So I have like the spider-version of the Phoenix Force living inside me. Greaaaat…" Peter dryly quips with a shrug.

"The Phoenix Force?" Blake raises a curious eyebrow for an answer.

"Cosmic fire bird. Anyway, is this Other related to the 'Spider-Totems' and 'Web of Life' you told me about before?" Peter asks the psychic.

"_Yes. It is one of the Great Totems. A unique, extremely powerful totemic entity that you MUST tame before it consumes you. Once you master The Other, you'll be granted the greatest spider-powers a warrior could ever ask for!" _Madame Web replied.

"A warrior? Me? Heck I'm still fighting acne." Peter quipped.

"Why did you attend Beacon in the first place?!" Weiss bickers with him.

"Because this old crone told me to!" Peter points at the spider-psychic.

"How _exactly _is Peter gonna master The Other?" Ruby asks her.

"_Continue with your studies and you'll eventually come across the answer." _She says cryptically.

"_Enough_ with the riddles and give me a straight answer for once! My humanity's on the line!" Peter retorted, tired of her cryptic advice.

"Is she always like this?" Yang asks the webslinger.

"Annoying, right?" He quipped.

"_You won't have to worry about The Other emerging for now. Go. Prepare for your school dance. Enjoy yourselves. But BE warn of the coming storm that will consume everything you know." _Madame Web warns them of their biggest mission yet, _"For instance, have any of you locked the door?"_

"Huh?" Peter says, as Team RWBYP turn to the door just in time to see it being opened by Jaune, as the rest of Team JNPR, Sun, and Neptune enter the lab for some reason.

"There you guys are. We were wondering-." Jaune interrupts himself with a gasp after noticing Peter inside the room, "Peter, you're alive!"

"And wearing a Spider-Man costume?" Pyrrha questions curiously, noticing the maskless Peter wearing his hero costume.

"Who's the old ghost lady?" Sun questioned Madame Web's presence.

"_Have fun at the dance, Spider-Man." _Madame Web says her goodbyes with a sly smile before disappearing out of thin air.

"Madame Web, this is NOT funny!" Peter shouted, furious that more of his friends have learned his secret identity.

"Did she just called you Spider-Man?" Pyrrha asks the webslinger.

'_Sonofa- I do NOT have time for this.' _Peter remarks, putting on his mask as he prepares to leave his friends, "I'm gonna go test out my new suit and fight baddies. I can count on my dependable teammates to explain everything to these guys. You'll do that, thanks, gotta go, bye!" He hurriedly said to his teammates before rushing out to fight crime.

"Ah, P-Peter!" Ruby awkwardly calls out to him for some assistance, but he was long gone.

"You girls knew Peter was Spider-Man this entire time?" Ren interrogates Team RWBY.

"I knew it!" Nora lies, as Team RWBY laugh sheepishly and wonder how they should start explaining Peter's tale to them.

* * *

**City of Vale**

In his upgraded flexible suit, Spider-Man is stronger, faster, more amazing than ever as he bounces off rooftops to run across one. He parkours off the roof to web zip towards a wall to slide down on his feet before leaping off. "'Scuse me, late for work!" He quips, appearing as a blur while zipping pass civilians. He spins in the air, performing stylishly amazing tricks to show off his Tech Suit to the world before launching a webline to swing closer to the sidewalk, "Comin' through!"

"Nice to see you, Spidey!" A woman shouts, happy to see the city's hero again.

"Helloooo Vale!" Spidey slides his hand on the street mid-swing, rising up to avoid traffic and run on top of a large truck, chuckling as he zips back into the air claiming, "New suit! Same old me! Spider-Man is BACK!"

**BGM End**

* * *

**Meanwhile, at Torchwick's Mt. Glenn Base…**

Torchwick and the White Fang have finished settling into their new base in the abandoned city underneath Mountain Glenn. The perfect base where they are hidden from their enemies and to continue planning the next phase of Cinder's plan. Torchwick walks around his new headquarters, liking everything that's been set up so far, but there's still something that continues to bother him. "Has anyone seen Neo? She was supposed to return an hour ago. Where is she?" Torchwick asks his henchmen, wondering what has happened to his silent partner.

**BGM-Adrien Lozano OST-Wrath of the Dark God**

Suddenly, Torchwick turns around as he hears mysterious footsteps entering his base from the shadows. Those footsteps belong to Neo, but there's something different about her. Her pale white skin has mysteriously become more greyish and goblin-y. Her eyes still have the same heterochromia condition, but her new goblin-style battlesuit shares the same pink and white color scheme as her regular uniform. She's also wearing a new black helmet that has horns sticking out.

"Neo is no more. She has evolved into my little own Menace," say an approaching Norman Osborn, renaming Neo as Menace as he stands by her side while accompanied by his Goblin army, "A shame the formula couldn't fix her voice." He calmly taunts Torchwick.

"Osborn!" Torchwick scowls, as his White Fang soliders point their weapons at the Goblin Nation.

"Think twice about pointing my _own _weapons against me." Norman fearlessly remarks, pressing a button on his watch that instantly disables all of the White Fang's weapons that he personally developed when he used to work for them.

"You have a lot of nerve coming back here, Osborn, after betraying me to create your own little 'goblin gang'." Torchwick growled.

"I only betrayed Cinder, and I have only come back to recruit you and the rest of the White Fang to join the Goblin Nation." Osborn offers Torchwick's gang to join his organization.

"Why in the WORLD would I join you?" Torchwick asks his former partner.

"Because I _know _you." Norman claimed. "You only work with Cinder under the belief that nobody could stop her and you couldn't afford to lose. You consider yourself a gambling man who knew what bets to take. Cinder will soon be _dead_, and I already have gained control of the underworld in each kingdom. _And _I have access to power that Cinder would _never _trust you with." He tosses Torchwick a green ISO-8 crystal to catch with one hand.

"This isn't Dust." Torchwick figured out just by looking at the cosmic crystal.

"It's ISO-8 synthesized by my Goblin Formula, which will grant you _unimaginable _power that'll make you Cinder's equal, then utterly surpass her! Don't believe me? Try it out for yourself." Osborn ominously dares him to test the power of the ISO-8 crystal.

Hesitant at first, Torchwick was quickly mesmerized by the cosmic allure of the crystal, goading him into clenching his hand onto it while absorbing its incredible power. He grunts painfully and profusely as his body mutates from the ISO-Goblin Formula, which simply turns his skin gray. A new creepy laugh emits out of his mouth after his goblin transformation as he couldn't believe the power that's now flowing through him, "This power! Yes! YES! I never FELT such power! I feel like a new man!"

"You've become more than just a _man_. Menace, hand him his new uniform." Osborn orders the transformed Neo.

Menace hands the transformed Torchwick a gray-themed Goblin armor that incorporates a black hoodie with a shredded blue cape, pumpkin-themed shoulder pads and long orange feet braces while equipped with the latest Goblin weaponary. Norman talks while he watches him put on his new costume, "We want you to grasp this…These clothes, this armor, that mask…This is your world now." He claims, while the rest of his goblin soliders convert the White Fang to join his empire, "Roman Torchwick's life is over. This new identity, the one that we are giving you…That is all you have anymore. And what will you offer in return?" He asks his new elite henchman.

Torchwick puts on his new costume, finishing by wearing his new grey mask that gives him menacing red eyes as he and Menace kneels before their king, "The Spider. I will give you the Spider and his allies."

"Good answer, boy. Now _**RISE!" **_Norman says, as he transforms himself into the grinning Goblin King that looms over his kneeling subjects, _**"Rise out of Cinder's shadow, and bask in ours. Roman Torchwick is dead. Rise, my GOBLIN KNIGHT!" **_He renames Torchwick as the Goblin Knight while laughing maniacally, as Mt. Glenn now belongs to the Goblin Nation.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Spider-Man and Green Goblin are back, and members in both parties are receiving some incredible upgrades for the Volume 2 finale coming soon. Like in the original story, Neo has been transformed into a variant of Menace (another Goblin villain from the comics named Lily Hollister that joined the Goblin Nation) while Torchwick has been transformed into the Goblin Knight (another Goblin villain from the comics called Phil Urich, who also joined the Goblin Nation). **

**Xander: No.**

**Next time: Dance Dance Execution!**

**New Character Description:**

**Spider-Man (Tech Suit)**

Notable Enhancements:

Dust-woven fabric: reduces damage by 55%, enhanced stealth/camouflage capabilities

Upgraded Web-Shooters: utilize up to 576 different webbing combinations

Web Cannon 3000: can materialize a handheld cannon at will from his costume, capable of firing large blasts of webbing to immobilize or attack targets

Laser Guns: two shoulder-mounted laser weapons that can dissect targets at the atomic level

Enhanced Combat Mode: based on the Elementals, this new mode enhances combat ability and performance utilizing different elemental Dust: Fire, Ice, Air, Electricity. The highlights on the costume light up depending on the differently-colored Dust.

Resupply Suit Power: Distributed nano-mesh that continuously refills current gadget's shots.

Description: To combat the increasing threat of the Goblin Nation, the Atlesian Military has made it a mission to upgrade Spider-Man's costume with the latest in cutting-edge technology. Equipped with several technological expansions to increment its overall efficiency, Spider-Man is decked out with enough high-tech goodies to take on the world. But even with this hyper-powerful suit, is it enough to defeat the Goblin King that has attained immortality and godlike power through ISO-8?

Note: Costume based on the Tech Suit from the film, _Spider-Man: Homecoming_, in addition to some small inspiration from the Heavy Assault Suit from the _Spider-Man/Deadpool _comic.

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	44. Vol 2 Issue 15: Dancing with Fire

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! I'm BACK, baby, and better than ever! My friends brought me a new hi-tech suit, courtesy of the military. It's packed with all the latest gadgets and weapons to take on an army! Super useful when I'm going to take on the Goblin Nation, but that's for another day. It's prom night, so it's time to put on my other suit and party on the dance floor!**

**BGM End**

* * *

_Vol 2 Issue 15: Dancing with Fire_

**Team RWBYP's Dorm**

"Hold still, Pete. I'm almost done," said Blake in a dark purple dress, inside her dorm with Peter as she helps him tie the bow on his formal black suit before they head out to the dance this night.

"This is a little embarrassing. Usually I have my Aunt May help with the bowtie. You're not her younger, cat, superhero counterpart?" Peter quipped.

"Would be insanely awkward." Blake dryly quips, as she finishes tying his bow, "Done."

"Thanks, I appreciate it. I really do miss my Aunt May. I hope she's okay back home. It's been months since I've been stuck in this dimension." He frowns somberly, missing his aunt greatly.

"I'm sure she's fine. Once we beat Goblin, we'll find a way to bring you home. I promise. For now, we promised our friends to not worry about our enemies and spend the night having fun at the dance." Blake promised with a warm, reassuring smile to him while holding his hand.

"Yeah, yeah." Peter nodded awkwardly before sheepishly rubbing the back of his head, "And, uh, I _know _the two of us share…an _interest _with each other, but I'm seeing Yang, and you're going out with Sun…" He nervously talks to her about the romantic feelings they have developed for each other over the months since they first met.

"Peter, it's alright. I'm just glad to have met you and everyone's happy." Blake calmly interrupts him, accepting the fact they aren't a couple.

"It's okay if we're still friends? I can continue being your inspiring, awesome big brother while you continue being my worrying little sister that I'm trying to shape into my cat-sidekick. Maybe I'll save you a dance." Peter said jokingly, which got a little giggle from the faunus.

"Sure." She smiles, embracing him with a hug before kissing him on the cheek. She lets go as she approaches the door, ready to leave for the dance, "We should head out and find our dates. Yang will be angry if you show up late, and you wouldn't like her when she's angry." She jokes dryly.

"Blake, I'm friends with a Hulk and his cousin. Captain Yang has _nothing _on their rage." He quips, closing the door as the two friends leave for tonight's dance.

* * *

**Beacon Ballroom**

In a large ballroom filled with decorations and a large collection of flowers, Yang stands at a podium while wearing a short white dress with black heels. The doors in front of her open and she flips out upon seeing who walks in, "Oooh, you look _beautiful_!"

Ruby groans as she looks distressed in her red dress with black lace, belt, and pumps, "Can we have a serious talk about how Weiss fights in these?"

"I ask myself that _exact _question whenever I see girls fight in heels." Peter walks in by her side with a little joke.

"Petey, you're looking _amazing_. Or should I say _spectacular_?" Yang approaches her handsome date with some lustful flirts.

"And you are looking _sensational_." Peter remarks with a flirty expression, causing his scarlet leader to groan in disgust at their puns while trying to maintain her balance, much to her two laughing friends' amusement.

* * *

**With Sun…**

Meanwhile outside, Sun is seen walking around and wearing a new black jacket, now closed up, with a white tie hung around his neck, which he proceeds to fight with before going inside, "Stupid…dumb…neck trap!"

"I knew you'd look better in a tie."

Sun stops his struggling and stares at the dark purple dress worn by Blake, now looking like she traded her dark bags for violet eyeshadow, as she steps forward and takes him by the arm. "Sooo, does this mean we're going…_together_?" Sun awkwardly asks his date.

"Technically, though my first dance is spoken for." Blake replied.

* * *

**Ballroom**

Inside the ballroom, streamers are hung through glass chandeliers, pink and blue balloons are everywhere, and students in dark suits and bright dresses are stepping with each other to the music between the white-clothed tables. Blake is spun around by Yang before they curtsey to one another, and Sun comes up and takes his date's hands as Yang gestures for him to do so. She goes to hang with Ruby, Peter and Weiss, in a similar white dress as Yang's, in the back of the room, watching Blake laugh and enjoy herself before smiling at her team.

"Awww, look at our little cat dancing with a monkey." Peter jokes while watching them dance.

"That sounds really weird when you say it out-loud." Weiss remarks, turning her head to him.

"It's less weird when it's a spider and a cat." Peter quips, referring to his previous complicated relationship with Black Cat.

"Sooo, what do we do now?" Ruby asks her fellow teammates.

"Just have fun!" Yang says, proceeding to walk away and do so with Peter, with Weiss going the opposite direction and leaving Ruby behind.

"Does that mean I can change out of these stupid things and into my hood now?" Ruby shouts after Yang. But upon receiving no answer, she waddles around in her painful footwear, "Stupid lady stilts."

"Not enjoying yourself?" A sudden Ozpin asks his student, who is surprised to see the headmaster step up by her side.

Ruby shakes her head and laughs, "Oh, no, everything's fine! I'm just not much of a fancy pantsy…dancey girl." She told him.

"Well, you can't spend your whole life on the battlefield, even if you may want to." Ozpin told her.

"Yeah, that lesson's been floating around a lot lately." Ruby said, looking annoyed with her arms crossed.

"If you think about it, fighting and dancing aren't so different. Two partners interlocked, although one wrong move on the ballroom merely leads to a swollen foot." Ozpin said.

"Or a twisted ankle." Ruby remarks, looking down at her own feet.

"It's not every day that friends are able to come together like this. Time has a way of testing our bonds, but it's nights like these that can help keep them stronger than ever. Nights like these are ones we'll never forget." Ozpin finished, causing Ruby to smile at his words of wisdom.

The young huntress then turns her head at the sound of the doors opening. Yang is back behind the podium, and smiles at the new arrivals.

"You guys are just in time!" Yang told the newcomers, which so happens to be Mercury and Emerald stepping in with their ballroom bests on.

"Wouldn't miss it for the world." Mercury grinned.

**BGM End**

Peter returns to the podium as he holds two cups of punch for himself and his date. "Yo, Yang. Got you some punch." He politely hands her a cup.

"Thanks, Petey." She happily accepts and takes a sip from her drink.

"You're Peter Parker? Heard you were in a coma." Emerald converses with the boy, gaining his attention.

"Not anymore. Who are you guys?" Peter asks the unknown criminals.

"The name's Emerald Sustrai, and this here is my partner, Mercury Black." She introduces themselves.

"Mercury and Emerald? Sounds like a weird tag-team." Peter quipped.

Emerald sighs, "It is. This guy likes to give me trouble."

"C'mon, you like me. Don't deny it." Mercury teases his partner, who returns with an irritated glare that he's not fazed by at all, "By the way…" He turns his attention back to Peter, "We heard you're the photographer who takes pictures of Spider-Man. Might we ask how you do it? Perhaps after the dance when there isn't too much noise." He asks him, secretly planning to torment and interrogate the hidden hero.

As Peter tilts his head in suspicion, his date comes to his rescue by grabbing his left shoulder. "Sorry, guys, but that's a Parker family secret. Let's go, Petey." She grabs his hand while dragging him to the dancefloor, almost making him spill his drink.

"Guess we'll try again later." Emerald says, left alone with Mercury as they stare intently at the photographer, who's aura nearly killed their superior when she tried to steal it.

**BGM-RWBY OST-Dance Dance Infiltration**

Random students are schmoozing while the dance continues. Professor Oobleck is seen listening intently as Professor Port laugh over some unheard anecdote. Ozpin is standing off to the side with Goodwitch until General Ironwood offer his hand for her to dance with him. Meanwhile, Jaune approaches Ruby, who is standing pensively near the refreshments tables.

"I see you're hiding at the punch bowl too." Jaune said to her.

"Yep." Ruby replies with an audible pop while putting emphasizes on the "p".

"To the socially awkward." Jaune said, causing Ruby to giggle as they clink their glasses.

"I guess things didn't work out with Weiss." Ruby said, aware that Jaune was trying to ask Weiss out to the dance but it didn't work out since she was interested in Neptune.

"Eh, it's fine. Neptune's pretty _cool_. I get why she went with him." Jaune replied.

"What do you mean?" Ruby asks with a confused expression.

"Well, come on, not many people can pull off _blue_ hair." Jaune remarks while drinking his punch.

"No, I mean, Weiss came to the dance alone." Ruby told him, causing Jaune to choke in surprise.

"Uh, what?" Jaune retorts while turning to Ruby.

They turn around to see Weiss trying desperately to coax life out of a wilting white rose. When she fails, she looks visibly upset. "Yeah, she said that she had too much focus on to worry about boys." Ruby told him.

Laughter draws Weiss' attention to Sun, Blake, and Neptune as the latter entertains the others with some impressions and other silly faces. Jaune, shown to be observing as well, becomes visibly perturbed, "Hold my punch." He lowly growled, handing Ruby his glass and no sooner than he vanishes from sight does she choose to drink from his cup.

But as Jaune makes his way across the room, shoving other students aside, some of which were not even in his path, he stops short and watches as Pyrrha passes by. He watches her walk glumly up the stairs and seems to have a change of heart.

**BGM End**

* * *

**With Pyrrha…**

The beautiful redhead stands on the balcony, wanting to ponder her lonely thoughts by herself unless Jaune approaches behind her, "Hey, Pyrrha." He greets her as he stops walking.

Pyrrha turns around to face him, "Hello, Jaune."

"You okay? I haven't seen you tonight." Jaune asks while approaching his lonely teammate.

"Arrived late, I'm afraid." Pyrrha replied, turning back to the balcony.

"Well, you _look_ really nice." Jaune compliments her dress.

Pyrrha raises her hand near her mouth, "Thank you." as her hand falls away.

"Your, uh, date isn't going to beat me up for saying that, is he?" He nerviously tips on his toes.

"I think you're safe for tonight." Pyrrha remarked.

"So, where _is_ the guy?" Jaune rubs his hands with curiosity.

Pyrrha turns back toward Jaune as her head sinks in melancholy admitting, "There is no guy."

"W-What?" Jaune chuffs nervously.

"Nobody asked me." Pyrrha shakes her head glumly.

"But that's…" Jaune gestures towards her, "You're Pyrrha Nikos!" He shrugs, dumbfounded that a smart, powerful, and beautiful girl like her doesn't have a date. "H-How could nobody ask you?" He asked her.

Pyrrha turns toward the balcony, "I've been _blessed_ with incredible talents and opportunities. I'm _constantly_ surrounded by love and praise, but when you're placed on a pedestal like that for so long, you become separated from the people that put you there in the first place." She turns back to Jaune, "Everyone _assumes_ I'm too good for them. That I'm on a level they simply can't attain. It's become impossible to form _any_ sort of meaningful relationship with people. That's what I like about _you_. You treated me just like anyone else. And thanks to you, I've made friendships that will last a lifetime. I guess, you're the kind of guy I wish I was here with. Someone who just saw me for me." She looks at Jaune and then walks away while he's left staring in astonishment.

"W-Wai-!" He watches as she ignores him while turning a corner.

Suddenly, Neptune appears on the balcony, gesturing toward Jaune. "Hey, uh, Jaune, right?" He greets him.

Jaune sighs, "Yeah."

"This party's pretty _lame_, huh? I mean, ballroom dancing. Pfft." Neptune tries to make conversation with him, which is barely working.

"Yeah." Jaune repeats somberly, looking back out over the balcony.

"Cute girls, though, huh?" He gestures back to the dance.

Jaune growls as he turns back to Neptune with an angry gesture, "Is that _all_ you think about?"

"Huh?" Neptune remarks, raising his confused palms to waist level.

"Do you even _care_ about the girls you're hitting on? How they feel about _you_?" Jaune asks, mad at Neptune for having one mindset on girls.

"Whoa!" Neptune remarks, throwing his palms up. "Where's _this_ coming from?" He asked.

"How could you just turn her down like that?" Jaune asks while opening his arms wide.

"Wait, h-_who_?" Neptune wonders who he's referring to.

"Weiss!" Jaune answered him.

"I, _uh_…it, uh…it just didn't work out, you know?" Neptune replied.

"What?" Jaune retorted. "You think that you're too _cool_, too many other _options_? Weiss Schnee asked _you_ to the dance. What in the _world_ could possibly keep you from go-?"

"I can't dance!" Neptune interrupts him, looking shamefully at the ground.

"Beg your pardon?" He responds calmly.

"I can't dance, man!" Neptune confessed.

"But, you're… so…_cool_!"

"Thank you. I try really, _really_ hard."

"You would rather break a girl's heart and go to a dance _alone_ than just admit to everyone that you can't move in rhythm to music?" Jaune asked him.

"That about sums it up, yeah." Neptune says casually.

Jaune turns back to the balcony, "Well, I certainly feel a lot better about myself." He quips.

"_Please_ don't tell anybody." Neptune raises his palms, "Look, if you want Weiss, she's all yours. I don't wanna get in your way."

Jaune turns back towards Neptune, placing his palms on the stone banister, "Do you like her?" He asks him.

"Yeah, I mean I don't know her too well yet, but she seems pretty cool." Neptune answered.

"Then just go _talk_ to her." Jaune said, trying to encourage him, "No pickup lines, no _suave_ moves, just be yourself. I've heard that's the way to go." He crosses his arms.

"Yeah, but then-."

"Hey!" Jaune interrupts him, "You _don't have_ to look cool _all_ the _time_. In all honesty, if you could be a little _less_ cool, I'd _really_ appreciate it."

Neptune considers Jaune's advice and accepts it, "Yeah, okay."

"Go talk to her. I guarantee it'll make her night." Jaune encourages him.

"Thanks. You're a really cool guy, Jaune." Neptune approaches Jaune, holding his fist out for a bump.

"Alright, don't lie to my face." Jaune remarks as they bump fists and Neptune walks away, leaving the blond leader to sigh by himself muttering, "All right, only one thing left to do."

* * *

**Inside the ballroom…**

**BGM-RWBY OST-Dance Dance Infiltration**

Back on the ballroom dance floor, Peter slow dances with Yang as the cute couple enjoy themselves. "You know? I think we really needed this." Yang said to him.

Peter takes a quick look around to see Blake and Sun also slow dancing while Ren and Nora appear to be waltzing. He also spots Penny in a dress dancing alone, guarded by two Atlas Soldiers.

The outworldly teen smiles as he looks back at his date, "Yeah, and you did a great job planning it too!" He told her.

"Aw, thanks!" Yang smiles, embracing him with a kiss. "It wasn't all me, though. Weiss did a lot too." She said after they kissed.

"Yeah, I can see that." Peter looks at Weiss, noticing Neptune approaching her while rubbing his neck nervously, as the heiress invites him to sit with her.

"Tomorrow it's back to work." Yang chuffs.

"I'm sure we can handle whatever Goblin throws at us." Peter remarks, until sudden fits of laughter and giggles draw their attention, "Ex-_cept _for that."

The jokester couple turn around to see Jaune wearing a white dress with a blue ribbon while approaching Pyrrha. "Uh, why is Jaune wearing that?" A confused Yang asks her date, who pinches his nose and shakes his head in embarrassment for Jaune.

"Please tell me he didn't lose a bet." Peter quipped.

"Jaune?" A shocked Pyrrha responds to her leader wearing a girly dress.

"Eh, a promise is a promise." Jaune replied, causing Pyrrha to smile, then giggle, and then bust out laughing.

"You didn't _have_ to!" Pyrrha laughs aloud.

"Hey, an Arc never goes back on his word." Jaune extends his hand to Pyrrha, "Now do you wanna stand there and laugh at me, or do _you_ wanna dance?" He asks her to be his date for tonight.

Pyrrha offers her own hand to his, "I would _love_ to dance." She says, being pulled to him and sweeps her away.

"Ren. This…is…_happening_!" Nora said, flailing excitedly.

"Wait, what _is happening_?" Ren asks in confusion, before Nora grabs and drags him out onto the dance floor with Pyrrha and Jaune, as the whole Team JNPR perform a short but elaborately choreographed dance, culminating in Jaune spinning Pyrrha.

"I had _no_ idea you were a dancer." Pyrrha responded.

"Yeah, well, these things tend to happen when you grow up with seven sisters." Jaune admitted, dipping Pyrrha and then spins her away.

Meanwhile Neptune and Weiss are seen watching the other dancers. "So, what made you change your mind?" Weiss asks her former date.

"Huh?" Neptune responds in confusion.

"You said you were embarrassed at first. What made you come talk to me?" She asked.

"You're looking at him." Neptune responds, as they watch Jaune dancing with Pyrrha. "You got some good friends looking out for ya." He said to her.

Jaune and Pyrrha continue to dance while Ren and Nora do a kind of disco dance, Sun, Blake, Peter, and Yang join the mix and Penny and an Atlas guard are showing doing the "robot". Meanwhile, Mercury and Emerald are unseen while they observe the students from the next tier.

"It appears all the dancers have partners." Emerald talks to her superior through her earbud.

'_How long do I have?' _Cinder asked.

"You should probably be home by midnight, to be safe." Mercury replied.

* * *

**With Cinder…**

"I'll keep my eye on the clock." Cinder says somewhere outside, holding her fingers to her ear.

Making her way to the exit, Ruby walks out of the dance and into the night air. She watches a figure running along the rooftops and then moves to pursue.

Outside the Cross Continental Transmit System Tower, Cinder is dressed in her stealth suit as she stealthily approaches an armed guard. She knife-hands the back of his head, rendering him unconscious with a stunned grin on his face. She drags him behind some bushes. Inside the building, Cinder approaches more guards.

"Excuse me, no one's allowed in this area." An Atlas soldier said to her but she doesn't stop walking. "Stop!" The soldier opens fire when Cinder does not heed him. She charges in and manages to overpower him, punching the solider then grabbing his arm. She kicks another solider and uses the first one's gun to take him out. She then throws him against a handrail. Two more soldiers rush her wielding batons. Cinder flash-forges a pair of black blades from fire Dust and slashes at both of them. Batting the first aside she advances on the second and strikes him before sweeping both legs. The first soldier recovers but she blocks each swing with her blades. After blocking a kick, she elbows then shoves him to the floor. As he tries to get back up she flips over to kick him in the head, checking for more guards before moving on

"Hey, man, do you know the Wi-Fi password?" A soldier asks his pal while riding down the elevator.

"It's Beacon, but replace the E with a 3 and add a pound symbol to the end." His buddy answered.

The elevator door opens to show Cinder waiting. One of the guards notices the fallen men outside. Both guards grow apprehensive as Cinder casually walks onto the elevator, the doors closing as she turns around, as thrashing sounds can be heard from outside the elevator.

Outside the building, Ruby approaches and sees the unconscious guard. She gasps and pulls out her Scroll, dialing for her weapon locker which crashes into the courtyard and opens to reveal Crescent Rose.

Inside the building, the elevator doors open to show Cinder examining a Scroll after knocking out the two guards. "Hmm, that's handy." She pockets the Atlas Scroll and walks out of the elevator and toward the control consoles nearby.

'_A party guest is leaving.'_ Emerald tells her through the ear-bud.

Cinder sighs, "Which one?"

'_Ironwood.' _Emerald answered, noticing the general walking out the door as Ozpin gives his send-off.

'_I guess the general's had enough fun for one night.' _Mercury jokes, as random code appears on the computer screen changing into a Queen chess piece, _'Should we intervene?' _as the other monitors in the room light up.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Ultimate Spider-Man Theme**

"No…we're done here." Cinder smiled. But just as she gets up from the chair, the computer screen quickly erases the chess piece and replaces it with the Goblin insignia, "What? It didn't work?" She remarks in shock, as all the computer screens flicker and changes into the Goblin symbol that appear to be visibly mocking her with their smiles. She scowls at the screen, instantly recognizing the culprit who's ruining her plan, "Goblin…"

"_**I'm sorry." **_Out of nowhere, a fireball was thrown at the shocked Cinder from behind, but she was able to jump away at the last second as the console explodes. She turns around spotting a dimensional portal that has opened inside the room, and walking out of it is the grinning Green Goblin, _**"Did I step on your moment?"**_

"You have a lot of nerve facing me, _Osborn_. I know that's you in that disgusting body." Cinder glares at him, aware of his secret identity since Torchwick told her.

"_**I just wanted to have one last talk with you before you die tonight." **_Goblin laughed.

"Really? _You _are going to kill _me_?" Cinder remarks calmly and fearlessly.

"_**It'd be child's play. I have been playing you RIGHT from the beginning. For months, I have been spying on you. USING you. I know all the details of your 'grand' scheme, planning to use Watts' virus to gain control of the CCT just in time to ruin the Vytal Festival. How trivial, and pointless." **_The grinning Goblin states, silently infuriating Cinder of his knowledge of her plans while mocking her, _**"I already have a MUCH bigger plan in play that's out of this world. I've already infected the system with the Goblin Protocol a long time ago, additionally designed to specifically overwrite all of Watts' technology. Your plans were ruined before they even started!" **_He mocks her with his annoying laughing.

"You've made a _grave _mistake going against _me_, Osborn. Salem doesn't like to be messed with. She _knows _you are one and the same." Cinder says with a devious smirk.

"_**Do you think I care if she knows?!" **_Goblin retorts. _**"She's nothing to me. YOU'RE nothing to me! I am the Goblin KING! You are no match for me!" **_He proclaims while envelops his body in flames.

Cinder takes a step back while stylishly summoning her dual-blades to confront Goblin to a showdown, "Prove it…"

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom Fight Theme**

Goblin fires a barrage of fireballs that Cinder easily deflects with her blades before charging at her with a flaming tackle, but the woman was able to bounce off his head and jump to the other side of the room. Goblin snarls, powering himself up as he smashes the ground to unleash a series of flaming pillars that relentlessly pursue his rival, _**"I KNOW you are the Fall Maiden! Even if you were at full power, it's nothing, weak, LAUGHABLE compared to the Oz compound!" **_He taunts her.

"I'll show you weak!" An irritated Cinder leaps away from the flaming shockwaves while forming a bow in midair, firing several arrows that explode on Goblin upon impact, staggering him. She catapults an aerial somersault attack ending in a downward slash with both swords, until they were blocked by his arm and she was grabbed by the face, furiously slam to the ground forming a crater.

"_**You're EASILY provoked!" **_Goblin smirks, having goaded her to receive his furious counterattack.

Goblin throws her aside, but Cinder stops herself by stabbing the ground while sliding backwards to slow herself to a halt. She reforms her bow while aiming more arrows at him, while the grinning Goblin forms fireballs in both hands. They glare intently at each other, preparing to attack the other, until they both notice the elevator doors opening.

"_**Hm?"**_

"Hm?"

Ruby steps out of the elevator, brandishing her weapon. And it didn't take long for her to notice her two mortal enemies staring directly at the lone hero. "Whoops. Wrong floor." She quips with a shocked face.

"_**You!"**_

"You?!"

Both irritated villains unleash their frightening attacks at Ruby, who barely jumps away in heels while the elevator is obliterated. _**"I'll BURN YOU ALL!" **_Goblin blasts Cinder away before rushing towards Ruby as he tries to smash her to the ground, but the hero jumps away while quickly taking off her heels and humorously throwing them at Goblin's confused face, _**"Heels? You're attacking me with HEELS?"**_

"I don't like them as much as you do." Ruby quips, distracting him long enough to land a slash at his chest.

Suddenly, Cinder kicks Ruby away and quickly attacks Osborn with speedy flurry of assaults that smash him to a wall. Enraged, Goblin opens his mouth while unleashing a gigantic fire beam at the shocked Cinder, who barely ducks to the floor as the beam blasts out of the room, shattering the windows and causing an explosion that can be seen from outside the tower.

* * *

**Meanwhile in the ballroom…**

Peter was in the middle of dancing with Yang until his head started banging in pain because of his Spider-Sense alerting him to Goblin's attack. "Pete, you okay?" Yang asks in worry.

Peter answers, "It's my Spider-Sense. Something's happening-." but was quickly interrupted when the whole ballroom felt a powerful earthquake, as immediately after it was slightly blown up by an explosion caused from one of Goblin's missed fireballs. Everyone stops dancing as they go into a state of panic from the sudden explosion.

"Everyone calmly move this way! Everything's going to be fine!" Ozpin quickly urges everyone to evacuate the premises.

"Go do your hero thing." Yang instantly tells her date while she helps with evacuation.

"WAY ahead of you." Peter quips, rushing out the backdoor to switch to his costume to find the enemy behind the mysterious attack.

"Wasn't this supposed to be a stealth mission?" A worried Mercury jokes to his partner while the ballroom is being evacuated.

"Cinder, what's going on?! Are you okay?! What's happening up there?!" Emerald worriedly contacts her boss, but all she hears are grunts of Cinder fighting and dodging Goblin.

**BGM End**

* * *

**Back with Cinder…**

**BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down**

The terminal room has gone up in flames from the heated three-way brawl between Goblin, Cinder, and Ruby as everyone gives it their all trying to defeat the other. _**"Stay down, brat!" **_Goblin swings a furious flaming fist onto Ruby, smashing her to a wall that knocks her out from the battle, leaving just him and Cinder left.

The masked Cinder blitz Goblin with her swords ruthlessly and relentlessly from all sides at high speed, giving him no chance to counterattack as she stabs him in the chest before quickly stabbing him in the back. For a brief moment, Goblin uses his X-Aura to enhances his senses and track her movements through her Aura, stopping her third strike effortlessly with his flaming hands, much to her surprise.

"_**Third time's the charm." **_He jokes, brutally smashing her in the chest that depletes the rest of her Aura, knocking her unconscious as she's lifted into the air and is about to be thrown out of the shattered window to her death, _**"I told you, Cinder. The Oz Compound makes me MORE than human! I'm a GOD! Nothing can stop me!" **_He proclaims, until several spotlights unexpectedly blind his face, _**"What? Who?"**_

The supervillain barely opens one eye as he finds himself targeted by the Atlesian Military, from several gunships hovering in the sky to an army of soliders pointing their guns down below the tower, _'Norman Osborn! We have you surrounded! Put down your hostage and surrender. We WILL fire!'_ An Atlas Solider warns him through a ship's audio speakers.

"Looks like that tracking device Ironwood gave me paid off."

An enraged Goblin hears Spider-Man's taunting voice behind him, as he turns around to see his annoying nemesis standing with the awakened Ruby while holding the tracking device in his hand. "You remember James Ironwood, right? He thought we might cross paths tonight. He seemed _really _eager to talk to you about your little attack on Atlas." Spider-Man jokingly reveals to his arch-nemesis.

Enraged that his plan to kill Cinder tonight is ruined, Goblin furiously throws the unconscious maiden at the two young heroes to help with his escape. "Hey!" Ruby shouted.

"Whoa! Didn't see that coming!" Spider-Man quipped.

The Goblin King ignites his body in furious flames as he makes a monstrous leap out of the tower, making his escape away from Beacon Academy while the military relentlessly fires everything in an attempt to slow him down. _**"YOU'LL PAY FOR THIS, SPIDER-MAN! THIS DOESN'T END TONIGHT! YOU AND IRONWOOD WILL REGRET EVER CROSSING THE GOBLIN KING!" **_He loudly proclaims, before escaping into the city. And while everyone is distracted with Goblin's escape, no one notices Cinder waking up to make a silent retreat of her own.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Prom was nice while it lasted. Goblin is not even trying to hide anymore as he now plans to kill Cinder and ruin her whole operation. The Volume 2 Finale is approaching fast, and it's gonna be big AND cinematic. MCU-esque. But first, it's time we start wrapping up The Other subplot. Whaddya say?**

**Jufesocar: I have no idea who those villains are.**

**Next time: Field Trip to Mt. Glenn!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	45. Vol 2 Issue 16: Totem Mission

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Was having a lovely night dancing with my girlfriend during prom until Goblin got jealous and tried to burn down the school. I think that was his intention. It seemed he was more interested killing that mystery woman, who was also up to no good. Don't I recognize her from somewhere? Hey, Gobs, where're you going?! If you wanna dance, I'm free! Let's tango!**

**BGM End**

* * *

_Vol 2 Issue 16: Totem Mission_

**City of Vale**

That same night, right after Goblin attacked Beacon during the dance, Spider-Man swings through the quiet city searching for his nemesis before he could cause any more trouble, and it looks like he might be close as he nears a rooftop. "All right, Osborn. This is it. We finish this…NOW! …Hello?" He lands on the empty rooftop to find nothing except for a lonely Spider-Tracer he secretly attached on Goblin before he escaped. Goblin must've noticed and left it on the rooftop to trick Spider-Man while making a clean getaway.

Peter picks up the disabled tracer from the ground and investigate it, "Well, I guess I better check the Spider-Tracer warranty and see if I can get my money back. How am I going to find him now…?"

While pondering his ideas, Peter receives a call from Ironwood and answers it through his suit, _'Spider-Man, my forces are ready. Have you located Goblin?'_

"Sorry, sir, he gave me the slip. Both he and that mystery woman escaped." Peter answered. "How's the school? Is everyone alright?"

'_Everyone's fine. We're extinguishing the flames as we speak. Looks like we'll have to cut the dance short tonight.' _Ironwood replied, meaning the Beacon Dance has been cancelled for the rest of the night.

"Sorry, sir. Think Goblin attacked Beacon because of me. Wouldn't be the first time he attacked a school searching for me." Spidey apologizes, feeling guilty.

'_Somehow, I don't think that's the case, but we'll worry about his intentions tomorrow. Get some sleep, then meet me at Ozpin's office first thing in the morning. Bring Ms. Rose with you as well.' _Ironwood orders him.

"Aye, aye, woody." Peter quips, hanging up the call before swinging back to Beacon, "Just what exactly are you up to, Goblin? And who was that woman you were fighting? She looked familiar. Think it's high time I start looking into the data I downloaded from your island. The answers _have _to be there." He believed, planning to research the stolen data.

* * *

**The Next Day, Inside Ozpin's Office**

**BGM-RWBY OST-Field Trip**

"He was here…Ozpin, he was HERE!" Ironwood raises his voice as he angrily slams his fist against Ozpin's desk, discussing with him and Glynda about Goblin's attack last night.

"We're very much aware of that! Thank you, James." Glynda retorts at the general.

"Fantastic! You're aware! Now are we going to do something about it or should we just stay the course and continue to ignore what's _right_ in front of us?!" Ironwood responds, while Ozpin just buries his head in his hands to drown out the pointless argument.

The headmaster hears an alert sound play, meaning someone has arrived on the elevator, "Come in."

Peter steps out alongside Ruby as they enter the office. "Sorry it took so long. Someone accidently hit all the buttons on the elevator on the way up here." Ruby pauses before quickly explaining herself, "It wasn't me, it was Peter."

"Hey, you can't _always _blame the kid with the sticky hands!" Peter retorts to her lie.

"Thank you for coming, you two. How are you feeling?" Ozpin asks his students.

"I'd feel better if my bad-guy catching record wasn't 0 for 4." Ruby slightly chuckles from her little joke, but none of the adults found it funny and silently stare at her in response. "Okay, so that's the tone we're going for, got it…" She says meakly.

"Don't you people ever smile?" Peter quipped.

"Ruby…" Ironwood approaches to compliment her, "I feel it's appropriate to let you know that I think what you did last night is exactly what being a Huntress is all about. You recognized a threat. You took action. And you did the very best you could."

"Thank you, sir." Ruby accepts the compliment with a smile.

"What 'bout me? I've been the one chasing Goblin between dimensions and made sure he didn't _blow_ up this one yet. Where's my compliment?" Peter jokingly complains.

"You have _long _earned our gratitude and we can't thank you enough." Ozpin thanks the webhead for his services.

"Thank you."

"Now, the general here has already informed us of the events that... transpired last night, but now that you've rested, we were wondering if you two had anything to add." Ozpin politely asks his students for any useful information related to Goblin.

"Do you know the reason why Goblin attacked last night?" Glynda asks her students.

"I don't think it was to kill Peter. Goblin looked like he wanted to kill that other woman, who I also saw infiltrating the tower." Ruby answered.

"Was anyone else with her? Did she look familiar to you at all?" Glynda asks for info on the woman.

"I…" Ruby sighs, "I don't know. She was wearing a mask, and she never said anything to me. But I know she fought with glass when we were fighting Osborn. I don't think that was her Semblance, though. Her clothing lit up whenever she attacked." She informs the adults.

"Save for the glass, that sounds like the woman I fought the night we met Ruby and Peter." Glynda discussed.

"Oh yeah. Knew she looked familiar." Peter remarked.

"Embedding Dust into clothing is an age-old technique. It's what we did to create Peter's new suit. It could have been anyone." Ironwood responded.

"Wait. You think this girl is connected to Torchwick and the White Fang?" Ruby questioned.

"More importantly, the Goblin Nation." Peter remarked. "Remember, Goblin controls the criminal underworld now. He has forces hidden in every kingdom. He's been using Torchwick and the White Fang to build his own army. This masked lady didn't seem like your typical mercenary and was _against _Goblin. Think she has her own agenda, 'cause I can't shake the feeling she tried to do _something _to me not too long ago."

"She must've been the same intruder who sneaked into your hospital room while you were in a coma, but your Aura protected you." Glynda informs him of the night Cinder tried to steal his X-Aura.

"My Aura? Was it The Other protecting me?" Peter wondered.

"The Other?" Ozpin mutters, sounding very intrigued as it might be the name of the mystical spirit he sensed within Peter when he transformed into the Man-Spider. "Nonetheless, it's possible." He says, returning to the primary discussion, "But we still lack the required evidence to link the two together." He claims, while the general gives him an annoyed glare at his lie.

"Actually…" Ruby speaks up, "I-I think I remember her saying something about a hideout or something…in the Southeast. Just outside the kingdom."

"Interesting." Ozpin responds with an intrigued expression.

Glynda calmly argues, "I thought you said the intruder never-."

"Thank you for your cooperation, you two." Ozpin interrupts while standing, "Why don't you go and spend some time with your team? You have a big day ahead of you." He advises his students.

"Which is _why _I need to go to the lab to make some adjustments to my tech in the likelihood we run into a world-ending catastrophe." Peter jokes, leaving with Ruby.

"You _sure _know how to keep us calm." A glaring Glynda said sarcastically to the boy.

"Anytime."

"And Mister Parker and Miss Rose, please try and be…discreet about this matter." Ozpin trusts them, while the adults stand together staring at the teens.

"Yes sir." Ruby replied.

"No promises." Peter quips, leaving to the elevator with Ruby.

* * *

**Team RWBYP's Dorm**

Just as Ruby opens the door into her dorm, Yang, Blake, and Weiss quickly zoom over. "What happened?" Yang asks her little sister.

"Uh…well, um…" Ruby doesn't know where to begin as she laughs nervously.

* * *

**Meanwhile at Ozpin's Office…**

"Well there we have it." Ironwood speaks with his allies, "We send as many troops as we can to the southeast. Find out exactly what's going on, and eradicate any forces that stand in our way." He explains to them his plan to defeat Goblin.

Glynda growls in frustration as she reprimands his outrageous idea, "Why must your answer to _everything_ involve a triumphant display of military bravado!? You treat every situation like it's a contest of measuring di—!"

"Glynda!" Ozpin cuts her off.

"Well, he does."

'_And you're right. But this isn't the time for civil squabble.' _A new elderly voice surprises the huntsmen with her telepathy.

"Who's there?!" Ironwood retorts in shocked confusion.

The telepath reveals herself as Madame Web, suddenly appearing inside the office as an astral projection, greatly surprising the huntsmen even more. _"Greetings." _She calmly greets them.

"Who are you, and how did you get in this office?!" Ironwood retorted.

"Calm down, James." Ozpin calms him from his desk. "She's not actually here. She's a telepath."

"What?"

"And judging from her design, you must be the Madame Web Spider-Man once informed me about." Ozpin deduces her identity.

"This is her?" A shocked Glynda remarks in slight disbelief.

"_You are correct, Professor Ozpin. At last we finally get the chance to talk." _Madame Web replied.

"Why now, Madame Web?" Ozpin questions her sudden appearance.

"_Just to warn you that your dimension will soon be on the brink of destruction if action isn't taken properly and immediately." _Madame Web calmly informs of the coming disaster.

Ironwood argues, "Which is why we should-."

"Which is _why _we must wait and think carefully about this." Ozpin interrupts his friend. "As much as I too would love to end this situation once and for all, we must remember we are dealing with unknown forces _beyond _this dimension. The Goblin King possesses a brilliant mind and destructive power, making him one of the most ruthless adversaries we have ever faced. And if he truly has some master plan for which we know not the final move, we mustn't be so bold. Nor can we risk the spread of panic."

"You heard this Madame Web. Our entire _dimension _is at risk!" Ironwood argues, "I have served you faithfully for years... but if you mean to tell me that your plan is to really hold the defenses, and wait—!"

"It is _not_!" Ozpin abruptly stands from his chair. "You're a general, James. So tell me, when you prepare to go to war, which do you send in first? The flag bearers, or the scouts?"

"_Especially a scout who has the most experience with Norman Osborn, and is the living vessel of The Other." _Madame Web added, supporting Ozpin's idea.

"Mr. Parker mentioned The Other. And I believe this is the same mystical force I sensed dwelling within his soul?" Ozpin questions the psychic.

"_You are correct." _Madame Web answered. _"Spider-Man is a Spider-Totem. Think of them as spider-powered Maidens that exist in every reality." _She reveals her knowledge of the Maidens, much to their shock, _"The Other is a Great Totem, an extremely powerful ancient spider linked to the Web of Life. It is this force that has been trying to control Spider-Man lately. But, if Spider-Man can tame and master its power before it's too late, he would have a fighting chance defeating Goblin." _She explained.

"How is he to tame this creature?" Glynda asked.

"_The answers lies in the Southeast. And I'm sure Ozpin is thinking of ways to get him there." _Madame Web stares at the headmaster.

"You read me like a book." Ozpin smirks, admitting he has an idea.

"_I do have psychic powers." _She quips with a smile.

* * *

**Back in Team RWBYP's Dorm…**

"That was a risky move." says Weiss with her arms crossed, after Ruby told her team everything from her visit with Ozpin.

"No, I think you and Peter handled it well." Blake replied.

"I hope so." Ruby says depressingly.

"Still can't believe Osborn was crazy enough to attack the school during the dance. That monster _has _to be stopped!" Weiss declared.

"I'm sure everything will be alright, Ruby." Yang says, trying to comfort her sister. "Oh, I know what will cheer you up!" She takes out a cylindrical package that's the length of her forearm.

"What's that?" Ruby asks her sister.

"I don't know yet. Dad sent it to us. I thought we could open it together!" Yang replied.

"Ooooh! Something from home!" Ruby says with a high-pitched voice, zooming over to Yang, wrapping herself around her, trying to take the cylinder from her hand.

The package opens, and another cylinder, hairy and black, falls out onto the floor and starts to shake. The object suddenly transforms into a corgi. Team RWBY leans in, staring at it. The animal barks twice. While Weiss and Blake continue to react with great shock, Ruby and Yang react excitedly, with Ruby jumping in the air.

"Zwei!" Ruby shouts, happy to see her dog again.

"He sent a dog?" Blake reacted.

"In the mail?" Weiss questioned.

"Oh, he does stuff like this all the time!" Yang casually answers, while Zwei repeatedly licks Ruby's adorable face.

"Your father or your dog?" Blake asks, suddenly hiding on Ruby's bunk because of her cat instincts reacting to the presence of a dog.

"Are you telling me that this mangy…" Weiss starts talking while staring at the adorable Zwei, "Drooling..." She continues staring, slowly finding him too adorable to insult, "Mutt is going to wiv wif us foweva?" She now acts all nice towards the dog, "Oh, yes he _is_, yes he _is_! Oh, isn't he adorable!" She said towards Zwei.

"Please keep it away from my belongings." Blake said, still scared of the dog.

'_Would all first-year students please report to the amphitheater?'_ Glynda announce over the intercom.

"Well, we can't exactly leave him here while we're gone for the week." Weiss said to her comrades. Ruby sets Zwei down and he walks over to Blake, still on the top bunk, and barks, scaring her away.

"Look, there's a letter!" Yang said as Zwei arrives in front of her. "'Dear girls, I've got to leave the island for a few days, so I'm sending Zwei to you to take care of. Enclosed is all the food you should need. Love you both, Taiyang.'" She drops dozens of cans of dog food from the small package, piling up around Zwei.

"What is he supposed to do with that?" Weiss asks as a can opener falls from the package, bouncing off the dog's head.

"Well, that settles it! Come on girls, Zwei will be here when we get back!" Yang said as she starts leaving.

"Oh, I'll miss you so much, we're going to be best friends, I can't wait to see you." Weiss' speech deteriorates into incomprehensible baby talk.

Meanwhile, Blake jumps down from Ruby's bunk and jumps across the table, avoiding Zwei. Ruby stares at her dog for a moment before smiling sneakily.

**BGM End**

* * *

**Meanwhile at Peter's Lab…**

"Zwei is here and you're planning to take him for our mission?" Peter speaks to the small holographic Ruby projected from his Webware while he's busy hacking through the Goblin Nation's database.

"_Oh Peter, PLEASE don't tell anyone." _Ruby begs him to keep this a secret.

"My lips are webbed." Peter quips with a smile, agreeing not to tell anyone about Zwei coming along.

'_Thanks, Pete. So what have you found out about Goblin's plan?' _Ruby asks, looking at his computer screen.

"As you can imagine, none of it is very, very good." Peter replied. "I've broken through some of the encryption in the data I stole from Goblin Island and learned a few things. Osborn really has been planning a secret, interdimensional invasion on Remnant. He visited other dimensions and destroyed them as 'practice runs', conquering their resources and men to strengthen his empire. He's already launched ISO-8-powered satellites in space to spy on the world, taking advantage of Remnant's limited space capabilities."

'_Satellites? Don't know how we're gonna deal with that.' _Ruby commented.

"His satellites are the least of our worries. I just uncovered what his ultimate weapon is." Peter says with a serious tone.

'_You have? What is it?' _Ruby questioned.

**BGM-Mega Man Starforce 2 OST-Atmosphere of Unrest**

Peter presses a button on the keyboard to project a large hologram of a gigantic Grimm-like, robotic version of classic Green Goblin but with wings. "The Invincible Goblin Mech." He named the ultimate weapon.

'_Invincible?' _Ruby questions with a curious stare.

"Goblin designed a mech that would not only be formidable by itself, but when fully functional, would have the ability to control _any _machine and Grimm within its range. He stole the Dust Reactor from Atlas and upgraded it with ISO-8 to power his mech with immeasurable energy. He intends to use this to conquer Remnant _and _Earth. The ultimate weapon to conquer dimensions." Peter informs his leader of the invincible destroyer mech.

'_That's insane! How do we stop it?!' _Ruby reacts in shock.

"First, we need to find it _before _it becomes active." Peter replied. "Not sure how far they are in development, but if he wanted to launch an invasion during the Vytal Festival, it must be nearly complete. Our only clue of his whereabouts are in the Southeast. It's outside the kingdom. The perfect hiding spot to build a doomsday machine." He claimed.

'_Right. We'll pick a mission that'll take us to the southeast. I'll tell the others about this. Meet us at the amphitheater.' _Ruby replied.

"Yeah." Peter nodded.

**BGM End**

The young scientist turns off the hologram before standing from his chair. He grabs his web-shooters and his other useful gadgets that could be helpful in the future. He grabs ahold of his Iron Spider backpack, ready to bring out the big guns if the situation deems it necessary. And just as he prepares to leave for the amphitheater, he abruptly stops in place and clenches painfully on his head as The Other tries to take control of his body again, _'Preyyyy…Preeeeeeyyyyy…'_

"Damn…" Peter curses, barely suppressing his spider side with his willpower, regaining control of his body for now while feeling a little exhausted, _'Don't know how long I can keep this up. I need to find a way to control The Other soon before it controls me, but how? Madame Web said if I continue with my studies, I'll eventually come across the answer. Was she talking about today's mission? Will I find the answers at the southeast? Ugh, where's Jean Grey when you need her? She's the expert having powerful godlike spirits trying to turn you to the dark side and destroy planets.' _He jokes while leaving the lab.

* * *

**Beacon Amphitheater**

**BGM-RWBY OST-Field Trip**

Peter carries his Iron Spider backpack as he meets up with Ruby, who is also wearing a large backpack as they enter the auditorium with other students. They then put them down next to other students luggage before rejoining their team, who are standing in front of Team JNPR.

"Quiet! Quiet please. Professor Ozpin would like to share a few words before we begin." Goodwitch tells the audience to be silent and allows the headmaster to give a little speech.

Ozpin stands behind the microphone as he speaks to all the students from the four Huntsmen Academies across the world, "Today we stand together, united. Mistral. Atlas. Vacuo. Vale. The four Kingdoms of Remnant. On this day, nearly eighty years ago, the largest war in recorded history came to an end. It was a war of ignorance, of greed, and of oppression. A war that was about much more than where borders fell or who traded with whom, but about the very idea of individualism itself. We fought for countless reasons, one of which being the destruction of all forms of art and self-expression. And as you are well aware, that was something many could not stand for. As a result, those who opposed this tyranny began naming their children after one of the core aspects of art itself: color. It was their way to demonstrate that not only would they refuse to tolerate this oppression, but neither were the generations to come. And it was a trend that is held to this very day. We encourage individuality, expressionism, and unity through diversity. As I have said, today we stand together, united. But this bond cannot exist without effort. Which is why today, while the rest of the world celebrates peace, Huntsmen and Huntresses will work to uphold it. As first year students, you will be tasked with shadowing a professional Huntsman or Huntress on a mission. Some of you may be taken out of the Kingdom for several days. Others may work within the walls for the rest of the week. But no matter which path you choose, remember to be safe, remember your training, and remember to do your very best."

"This is perfect! All we have to do is shadow a Huntsman working in the southeast!" Ruby told her team.

"Yeah! We'll follow them around by day and give them the slip by night!" Yang gestured excitedly.

"Let's check 'search and destroy'!" Weiss suggested.

"I love that game." Peter joked.

"This isn't a game, dummy!" Weiss retorted.

"Not with that attitude." He quips, annoying the ice queen as they approach the holographic screen to choose their mission.

"Here we go! Quadrant 5 needs Grimm cleared out!" Ruby spotted.

"Well, it's in the southeast!" Blake said.

"Sounds perfect!" Yang said.

"Then what are we waiting for?" Peter remarks, as Ruby selects the mission and types in their team name. However, the screen says that first years are not allowed to take this mission.

"Wonderful!" Weiss remarks sarcastically.

"Any other ideas?" Blake asked the team.

"We _mail_ ourselves there!" Ruby jokingly suggested, with everyone on the team giving her a weird look.

"Well, that's one option." Ozpin suddenly appears next to them.

"We rip a hole in the space-time continuum to teleport ourselves there?" Peter jokingly suggests, as everyone, including Ozpin, gives him a very weird look, "What? Teleporting's cool." He shrugs.

"Unfortunately, we determined that the concentration of Grimm was too extreme for first-year students. It seems that particular region is rather popular. In fact, I have the sneaking suspicion that you five will make your way there no matter which job you choose." Ozpin explained, as Weiss, Blake, and Yang glare at both Ruby and Peter, who are mocking them with confused looks.

"Did we do something that we aren't aware of?" Peter quipped.

"I'm not sure." Ruby responded.

"I'm still curious how you all found yourself at the docks last semester. I'm interested to know how you really learned about a hideout in the southeast. And I certainly wonder why witnesses reported seeing robots and rose petals in a dance club some time ago." Ozpin wondered.

"I dunno what you're talking about. Don't know anything about that last part." Peter quipped.

"But you _did_ know about the secret island that used to belong to an old colleague of mine before it went up in flames." The headmaster responds, knowledgeable of Spider-Man's secret mission infiltrating Goblin Island.

"_That _last part wasn't my fault, partially."

"I doubt I'll ever find the exact answers I'm looking for. So how about this: instead of waiting for you all to break the rules, why don't we just bend them?" Ozpin said, selecting some things on his scroll, and the hologram screen makes a noise.

"We won't let you down. Thank you, professor." Ruby thanked him.

"I'll try to make sure no one gets _killed,_ or _eaten_, or _burned alive_, or get sucked into a _black hole_." Peter jokes, prompting the girls to look at him weird, "You four really underestimate my bad luck."

"Do not thank me for this." Ozpin said. "Teamwork and persistence have carried you far. But you must understand, the things that await you beyond the protection of the kingdom will not care. Stay close to your huntsman at all times, and do exactly as he says. He will be leading you on this mission. And he can have you sent back to Beacon, if he finds your skills to be unsatisfactory." Ozpin warns the heroes.

"Does any of that matter when we're in danger of an interdimensional invasion that'll bring the _destruction _of your entire world? We don't have time to be sent back at a time like this." Peter reminds the headmaster about the current situation.

"Oh, I am very aware of that, Peter. I am also aware that your _unique _skills are the key to our survival, if you're able to master them to their fullest potential. After all, you _are_ a special Spider-Totem, are you not?" Ozpin said, aware of his status as a Spider-Totem

"Since when have you been informative of Spider-Totems?" Peter responds curiously.

"Your mentor, Madame Web told me." He answered.

"Madame Web?!" Peter reacts in shock. "Okay first, her being my mentor is a bit of an exaggeration. She kinda sucks at the job."

"Like you're any better." Weiss quips at her spider-mentor, who ignores her.

"And secondly, if she's talking to _you_ now, then this must be a part of one of her little _trials _that's gonna be dangerous and I need to pass them or else the world is _doomed_." Peter quipped.

"Good luck." Ozpin responds with a simple smile before walking away.

* * *

**Outside the auditorium…**

"That wasn't exactly uplifting." Yang quips, as the team have left the auditorium and are on their way to the airship that will take them to Quadrant 5.

"But it's the truth." Blake stated.

"It's gonna be tough, but I know we can do it!" Ruby says to cheer up her teammates.

A random student suddenly runs past the team shouting, "Hey! Team CFVY is back!" as Beacon students gather around to witness the return to Team CFVY.

"Velvet? Are you okay?" Blake asks her as she goes up to her fellow faunus.

"I'm fine. I had Yatsuhashi to look out for me." Velvet replied.

"Your mission was supposed to end a week ago! What happened?" Weiss asked her.

"Did your ride run out of gas during the trip home?" Peter joked.

"N-Nothing happened. It was just ... there were just so many..." Velvet looks up and notices Team RWBYP's worried expressions, "Oh, but don't worry. You first-years are just shadowing Huntsmen, so you should be fine." She assures them.

"Right." Yang remarked.

"I should go. Be safe, okay?" Velvet said as she leaves the team by themselves.

"We're doomed." Peter joked.

"Don't say that. We can do this. We've never backed down before, and we're not going to start now." Ruby encourages her team not to give up hope.

"Right." Blake nodded.

"Yeah, we're only trying to prevent a dimensional catastrophe." Peter quips with a shrug before getting elbowed in the chest by an annoyed Weiss.

"Besides, it won't only be us out there! We'll be fighting alongside a genuine Huntsman!" Ruby said with some excitement.

"Yeah!" Yang smiled.

Then immediately right after, the team are standing staring with various stunned expressions as they have just discovered who they will be shadowing. "Why, hello boy and girls. Who's ready to fight for their lives?" Professor Oobleck gestures eagerly for this week's mission.

**BGM End**

"Professor Oobleck?" Weiss questions the existence of his participation in this mission.

"Yes, I'm afraid those bags won't be necessary, boy and girls, seeing as you've opted to shadow a Huntsman on what is now essentially a reconnaissance mission." Oobleck talks fast as he paces in front of the students, "I can assure you, we will not be establishing a single base of operations; rather, we will be traversing several miles of hazardous wasteland and making camp in any defendable locations we may stumble upon. I packed all of our essentials myself, plotted our air course, and readied the airship. And..." He zooms up right to Weiss' face, "It's _Doctor_ Oobleck. I didn't earn the PhD for _fun_, thank you very much!" He then quickly backs away.

"Uh…" Weiss looks over at Blake, who is equally disturbed.

"Come now children, according to my schedule, we are already three minutes behind…" Then as an afterthought to clarify, "…schedule!" Oobleck zips off to the airship docked farther ahead in a second.

"Well alright then." Ruby said positively upbeat to cheer everyone up that Oobleck's joining them, "Looks like we're going to save two worlds with Doctor Oooobleck-okay yeah when you say it out loud it sounds worse." She suddenly becomes as depressed as her team halfway through.

"Save two WORLDS?"

Ruby's team turns around to see Nora and the rest of Team JNPR approaching, "You're going on world-saving missions without us?" Nora says while acting dramatic, "I'm hurt…sad!" Her stomach rumbles, "Maybe a little hungry? That last one's not your fault, though, _Ren_…" She stares at her teammate, who simply crosses his arms and turns away.

"Sounds exciting. Where ya going?" Jaune asked the heroes.

"Oh, just outside the kingdom…" Ruby answered.

"To get ourselves killed." Peter jokes, receiving another painful elbow to the chest by Weiss.

"Hey! So are we! Excusing the 'to get ourselves killed' part. Hopefully." Nora responded.

"Ren and Nora wanted to shadow the sheriff of a nearby village." Pyrrha explained.

"We set out tomorrow." Ren said.

"Then you can party with us tonight!" Neptune says, as he and Sun approach the two groups, "We're shadowing a crime specialist. All inner-city detective stuff. We get junior badges." He boasts, leaving Jaune awestruck.

"We normally go to the city with you guys, which means stuff's always exploding and junk, especially now that we know Peter is Spider-Man and is from another dimension like that Goblin guy who nearly destroyed the school and is trying to destroy the world, so-" While Sun was babbling about Peter's secrets, his X-Aura unintentionally radiates on its own as his eyes turn red and his fangs start showing.

"_**SUN!" **_Peter shouts in the demonic voice of The Other, as his aura unleashes a shockwave burst from his eyes that accidently scare and knock off the faunus to the ground in pain.

"Sun!" Blake shouts in concern, as she rushes to help him.

"Huh?" Peter calms down after regaining control of himself, "Oh god! Sun, I'm so sorry. I don't know what came over me."

"That's okay. My fault for not keeping my mouth shut." Sun rubs his head as he stands.

"It's The Other. It's _killing_ me from the inside. I don't know how long I can suppress it." Peter said as he can feel The Other growing stronger, trying to take control of his body.

"But the more you suppress it, the more control it'll have over you." Blake replied.

"What else do you want me to do?" Peter argued.

"This…spider creature. Can you be _certain _it's real?" Ren calmly asked.

"Trust me. It's as real as the rest of us." Peter answers with a serious expression.

"We can confirm that. It tried to kill us." Yang supported.

"How are you gonna control it?" A worried Pyrrha asks him.

"I don't know, but the answer HAS to lie at the southeast, if not this world is doomed. If not by Goblin, but by me. The Other's _going_ to emerge and there's NOTHING I can do about it." Peter claims calmly, which leaves his friends worried for his dying humanity.

"Well-." Ruby tries to offer some comfort, until she was suddenly interrupted by Oobleck.

"_Four _minutes, ladies and gentleman." Oobleck calls them from the airship, much to their embarrassment while their friends smile awkwardly at them.

"Well, uh…" Ruby throws a thumbs-up, "Wish us luck!" She says, as the friends disband and Team RWBYP head to the airship to begin their mission.

* * *

**Inside the airship…**

**BGM-RWBY OST-Search and Destroy**

"I guess I just never saw you as much of a fighter." Yang says to her professor, as everyone is riding the jet as it flies over buildings and streets amid deafening turbines.

"It's the green hair, isn't it?" Peter joked.

"No, it's not because of my _hair_, Mr. Parker. I admit I fancy myself more of an, intellectual, but I can assure you, as a Huntsman, I've had my fair share of tussles." Oobleck replied.

"Like the mushroom?" Ruby tilts her head in confusion.

"Those are truffles." Blake answers, leaning over to Ruby.

"Like the sprout?" Ruby asks, still scratching her head in befuddlement.

"Those are Brussels." Yang told her while also leaning over.

"Besides, given my expertise in the field of history as well as my dabblings in the archaeological surveys, our dear headmaster saw fit to assign me to this particular... assignment!" Oobleck continued.

"What does history have to do with this?" Weiss asks the good doctor.

Oobleck turns sharply on the heiress, "Why, what a preposterous question, you silly girl! Why, history is the backbone of our very society! And the liver! Probably the kidneys, if I were to wager." He answered her.

"And that means…?"

"The southeast quadrant outside of Vale is home to wild forests and deep caves, but it is also the location to one of the kingdom's greatest failures!" Oobleck told them.

"Mountain Glenn." Ruby remarked.

"Mountain Glenn?" Peter questions, since he never heard of the place before.

"That's right! It was an expansion of Vale... but in the end it was overrun by Grimm and fenced off from the rest of the city." Yang answered.

"Correct! And now it stands abandoned as a dark reminder." Oobleck said.

"And a likely place for a hideout." Blake believed.

"And a trap." Peter quipped.

"Precisely!" Oobleck said, adjusting his glasses with a smile.

* * *

**Mountain Glenn**

The airship comes in over a spot of street amidst the ruined buildings and structures of the ruined area. It hovers right above the ground as Team RWBYP all jump out of the craft with weapons drawn, minus the doctor who simply holds his coffee canister, before the ship flies away from the destruction.

"Sense anything?" Blake whispers to Peter.

"No." Peter shakes his head as he uses his Spider-Sense to scan the surrounding area, "Sense some Grimm, but nothing green and gobliny." He replied.

"Ladies…and gent!" Oobleck calls for their attention. "You may still be students, but as of this moment, your first mission as Huntresses and Huntsman has begun! From this point forward, you need to do exactly as I say! Do you understand?" He asks, receiving an understanding nod from the team until he suddenly looks at Ruby and Peter, startling both of them with, "RUBY! Peter! I thought I told you to leave all of your bags back at school."

"But, uh you hadn't told us to listen to you yet…so we didn't." Ruby made up an excuse on the spot.

"Yup. That's the reason." Peter nods to her excuse.

"She's not wrong…" Oobleck said to himself. "Very well Ruby, you two leave your bags here, we can pick them up upon our return."

"Actually, my bag's one of a kind. Equipped with _very_ dangerous tech that could be _very _useful during our mission and possibly be disastrous for all mankind if it falls in the wrong hands. You all know how smart and _overboard _I can be sometime. Would be a _bad_ idea to leave a bag of an _intellectual_ out in the open." Peter gives a convincing excuse that'll allow him to keep his disguised Iron Spider armor.

"I won't deny your genius. Very well. Ruby, leave _your _bag here." Oobleck buys his excuse, allowing him to keep his backpack.

Ruby tries to come up with a decent excuse of her own and quickly falls flat, "But I, well uh-."

"Young lady, what in the world could you possibly have in that bag that could be so important to bring it with..." Oobleck asks, only stopping as the bag's zipper opens and out pops Zwei's head, causing everyone but a facepalming Peter to stare at the uninvited guest.

"Get back in the bag." Ruby whispers to her dog through the side of her mouth.

"We're here to investigate an abandoned urban jungle teeming with death and hostility, and you brought... a _dog_?" The doctor asks.

"I, uh…"

"Genius!"

"Say wha?" A confused Peter remarks.

Oobleck backs away long enough for Ruby to give a confused shrug before speeding past and snatching the pet away from her, who tumbles to the ground as Oobleck spins Zwei in the air, "Canines are historically known for their perceptive nose and heightened sense of sound, making them excellent companions for a hunt such as ours!" He states, causing Zwei to bark happily in his hands.

After being stunned for the unexpected reaction, Ruby proudly states, "I'm a genius!" which causes her partner and sister to facepalm at their grinning leader.

"So, what are your orders, Doctor?" Blake asked him.

"Ah, yes, straight to the chase, I like it!" Oobleck said, letting go of Zwei, suspended in the air for less than a second before dropping down, to put his hands behind his back for a serious pose, "As you've been informed, the southeast area has been marked as a recent hot spot for Grimm activity. Now, there are several possible explanations for this behavior, one of which being... Grimm." He said.

"Uhh, what?" Ruby remarks, just as confused as her teammates for the redundancy.

"Grimm. A creature of Grimm approximately one hundred yards from us at this very moment." Oobleck stated, staring the creature at this moment.

"What?!" Yang shouted, turning to look like her teammates at the lone Beowolf wandering into the street, joining them in unleashing their weapons.

"Stop!" Oobleck told them.

"Huh?" Blake lowers her weapon like everyone else to listen.

"There are a number of reasons why Grimm will congregate in this particular area, the most likely of which will be their attraction to negativity: sadness, envy, loneliness, hatred. All qualities that are likely held by our hidden group harboring ill intent." Oobleck explained.

"Doc, have you MET me? My life has been filled with nothing but sadness, envy, loneliness, hatred…" Peter joked.

"Not…helping." Weiss lowly growls while gritting her teeth in anger at him.

"So…What now?" Ruby asks the doctor.

"We wait. We track. If this specimen leads us to its pack, that pack may subsequently lead us to our prey." Oobleck answered.

"How long do we wait?" Blake asked.

"It's uncertain. Hours, days, weeks. Why, lone Grimm have been known to stay isolated from the pack for months - and there's the whole pack." He states as his sudden realization came true, as five Beowolves are already following the first.

"PETER!" The four girls shout at Peter, startling him.

"Wait a minute! What did I do?" He responded.

"It's probably because they were attracted to your vast amounts of sadness, envy, loneliness, hatred…" Oobleck repeats what his student said not too long ago.

"I get it! It's my fault!" Peter loudly retorts.

"I take it tracking them is out of the question?" Ruby questioned.

"An accurate assumption, yes." Oobleck replied.

"What's the plan, then?" Yang asks, as the team turns to their teacher as the creatures close in.

"Show me what you're capable of." He told the team.

Ruby swings her Crescent Rose to prepare it for shooting, "Cover your ears, Zwei!" She warned him, with the dog curling up into a ball.

A single Beowolf and a smiling Yang run towards one another, ending with the blonde knocking it out in one fiery punch as they pass. Several stop chasing after the party girl to focus on Blake, who stands and waits with hand on her hilt until one of the enemy swipes at her afterimage, the real deal slicing her would-be attacker in half before slashing through another and cutting down on one more.

Behind the Faunus, Weiss runs from several black-coated beasts before jumping in the air and taking one down with Myrtenaster. She dashes towards them with rapier held high and slays four of them in a straight line until she stops. A wave of Beowolves are converging on Ruby, but the scythe wielder shoots multiple bullets at the oncoming force while Zwei is busy chasing his own tail. He stops to watch his owner fire forward and, after a dramatic mid-air stare-off, cut the Grimm in two.

"This is so exciting!" Peter quips while showing off a display of acrobatics and agility, moving quickly through a horde of Beowolves with grace and speed while slicing them with his energy blades. He bounces off a Grimm to hover hide in midair with his boots, "Repulsor Ray! Here comes the boom!" firing lightning-fast repulsors at the grounded Grimm. "With great power, comes a great…" He charges his gauntlet with repulsor energy as spins down with a powerful stomp and smashes the ground with his fist, unleashing a powerful energy shockwave that obliterates the remaining Grimm, "Beatdown!"

"Heh. Piece of cake." Peter grins with a victory shrug.

"You are a lot more talkative in combat than I originally imagined." Oobleck said to Peter. "But do not celebrate yet, for I am certain this is the first bout of many. Shall we continue?"

"Sure, why not?" Peter shrugged.

The team continue killing more Grimm in the area while Oobleck roots through a plant as Grimm parts fall around him, then finds himself center in the faces of tired Huntresses, with Peter still standing with energy thanks to his incredible stamina. "Excellent work, girls and boy! Unfortunately, there doesn't seem to be any signs of criminal operations in this sector. Oh, well! Moving on!" Oobleck says as he moves along.

The team follows the huntsman with Ruby sheathing her scythe and beckoning Zwei to follow. Yang then irritably asks him, "Hey, Doc, y'know, I was actually looking forward to seeing a "pro Huntsman" in action. Like, _fighting,_ or at least, _helping_ us fight?"

"Ah, but I _am _in action!" Oobleck answers, looking over his shoulder, "Scouring the ruins of this once-great city for any signs of irregularity!" He fully turns to the team, "Not every mission is filled with daring and heroism, girls and boy. Sometimes it's just a heightened form of extermination! Remember, this is a job, and you all signed up for it. I do hope you understand that." He tells them.

"Well, yeah…" Yang tries to sound more resolute with her answer. "O-Of course!"

"Hmm…" Oobleck mutters, as he seems curious regarding her and some members of the team's personalities.

* * *

**With Yang…**

Tell me, Yang: Why did you choose this line of work?" Oobleck asks the blonde brawler.

"Huh? Well, to fight monsters and save-." Yang answers before getting cut off.

"No, that is what you _do_. I want to know why you do it. The honest reason as to why you want to be a Huntress." Oobleck requests for her reason being a huntress.

"The honest reason? I'm a thrill-seeker. I want to travel around the world and get wrapped up in as many crazy adventures as I can. And if I help people along the way, then that's even better. It's a win-win, y'know?" Yang answered honestly.

"I see." Oobleck responds simply.

* * *

**With Weiss…**

Oobleck is sitting on a high windowsill writing in his journal while Weiss fights off Beowolves below. "And you, Miss Schnee? A girl born into fame and fortune such as yourself certainly doesn't need the extra work. So... why choose this over a cushy job in Atlas?" He asks his student.

"It's exactly as you said. I'm a Schnee." Weiss said after impaling the last foe on her blade and drops the body, "I have a legacy of honor to uphold. Once I realized I was capable of fighting, there was no longer a question of what I would do with my life. It was my duty."

"Interesting." Oobleck nodded.

* * *

**With Blake…**

Blake slashes a door down and releases a swarm of Nevermores from the building, which she back-flips under before she shoots them all with her blade's pistol form.

"And what about you, Blake?" Oobleck asks her while examining the inside of the doorway. "You seem to carry yourself with a sense of purpose."

"There's too much wrong in this world to just stand by and do nothing. Inequality, corruption... _Someone_ has to stop it." Blake answered him.

"Very well. How?" He asked her.

"I, _uh_…" Blake suddenly doesn't have an answer.

"Hmm." Oobleck said to himself before dashing away, leaving Blake to bow her head in troubled thought.

**BGM End**

* * *

**With Peter…**

"What's the story behind this place?" Peter wonders, as he and Oobleck approaches the entrance of the abandoned Merlot Industries facility, which was also used as Osborn's lab when he worked for the White Fang.

"Merlot Industries was a research and development corporation founded by Doctor Merlot that led research into artificial intelligence and genetics." Oobleck briefs him.

"Oh yeah. I heard about that guy. He used to work for Goblin before that maniac killed him." Peter remarked.

"Me and the other professors at Beacon didn't have a high opinion of Merlot, once he began experimenting on live Grimm, later going as far as attracting Grimm to Mt. Glenn in order to acquire additional specimens, which led to disastrous results." Oobleck tragically said while shaking his head in disappointment of his old colleague.

"So at the very least, Merlot was responsible to the fall of Mt. Glenn." Peter remarked.

"Correct, and we presumed him dead. Didn't know he survived and found himself working under a scientist more dangerous than him. We had our differences, but it's still tragic to learn of his official death. His genius could've done so much good." Oobleck said, something that Peter nods in agreement as they enter the abandoned facility to investigate it for clues on Goblin, only to find everything burned down and destroyed, seemingly recently.

"Looks like _someone _was using this abandoned facility as a hidden lab." Peter investigates the inner ruins and destroyed lab equipment. "It _must've _been Goblin. From what I heard, he was working under the alias as 'The Professor' to secretly use the White Fang for his own ambitions. Once his secret was out, he must've came back and destroyed all the evidence."

"Correct assumption, Mr. Parker. At the very least, we're on the right track." Oobleck touches the soot on a destroyed computer. "Let's journey back outside for more clues in case this facility is booby-trapped to bury us." He tells his student.

Oobleck speeds off out of the facility to find the other students, but as Peter walks out of the lab, his eyes suddenly turn red again as if he's losing control to The Other again, _'Ah, not again! This is getting tiring. I haven't found any clues that'll help me control this monster. It's only a matter of time until I…Don't think that, Peter! Can't give up now! I can sense there's SOMETHING here that'll help me control The Other. But what the heck could that be?'_

Then, as if his Spider-Sense is tingling, Peter gets the weird feeling to turn around to look at someone, or something. To his own gasp of shock, he sees a mysterious creature with a body composed by a swarm of spiders, distinctly female in shape as it peeks itself out of a corner of a building. _'Holy! Am I crazy?! Is that a person…made of spiders? Has it been spying on me? Did it hear my thoughts for help? Or is this The Other messing with me? This Spider-Totem stuff is so weird.' _Peter remarked. The weird spider-creature then suddenly runs away, much to his shock and confusion, _'It's running away! No, I think it…wants me to follow it. Somehow, I can tell what it's feeling. It wants to show me the answer.' _Feeling hypnotized by this mysterious spider-creature's presence, the glowing red-eyed Peter chases it as he's being led to the answers he's been seeking.

* * *

**With Ruby…**

**BGM-RWBY OST-Search and Destroy**

Ruby is using her weapon in the most practical fashion and lifting a whole turkey on the sharp end of her gun to tease a jumping and flipping Zwei with. That is, until she spots her teacher watching, quickly sheathing Crescent Rose.

"Sorry! Uh... Are we ready to keep going?" Ruby asks the doctor.

"Nope! I believe that will have to do for today. It's going to be dark soon." Oobleck throws his bag over to Yang. "You three, set up camp in that building. Oh, and please do make sure there are no more of those... creatures. Your leader and I are going to secure the perimeter. Come, Ruby." He said as they walk away from the rest of team RWBY, who each look at their leader, knowing what she'll be asked.

As Oobleck and Ruby round the corner of a building, she sees something makes her say, "Whaaaa…" They see a wide forest stretching below the ruin, and in the midst of it, a line of giant elephants with black and white features of animals of darkness marching through the trees. "What _is_ that? It looks awesome!" She said in amazement.

"That, my dear girl, is a Grimm." The doctor told her.

Ruby stares at the lumbering mass of monsters in amazement and awe before pulling out her gun. "Let's kill it." She said nonchalantly.

"I'm afraid your sniper rifle will do nothing more than agitate a Grimm of that size." Oobleck told her.

"But…What if it attacks us?" Ruby asked him.

"Fret not, Ruby, those Goliaths are not concerned with us." Oobleck assures her. "Ruby, not every Grimm is mindless, or rather not every Grimm is still mindless. You see, the Grimm you see before you are so powerful, so superior to the Grimm you fought, that they've undoubtedly lived hundreds of years, and in that time between killing humans and attacking our borders, they have done one important thing: They've learned. They've learned that when they attack our borders, they're likely to die, and what we lack in strength, we make up for in will, and that killing one human will only bring more." He explains to the little leader, as one Goliath swivels its thick neck to look at figures watching their procession, eyes glowing as fiery red as any other Grimm.

"Then why are they still so close to the city? What are they doing?" She asked him.

"Waiting." Oobleck replied as the Goliath turns its head forward again and moves on with its kin. Oobleck turns around and walks away as well, and Ruby puts away her weapon, not moving.

"Doctor Oobleck?" Ruby calls out for him.

"Mmhm?" He responded.

"I was wondering-"

"Wondering why I've been interrogating your teammates except Parker all day?" He stops walking while turning back to her.

"A-Actually, I was wondering... Why did you want to become a huntsman?" She asked him.

"Look around and tell me what you see." Oobleck said to her, with Ruby taking a look around.

"Lots of old buildings, uhh, empty streets…" Ruby responded.

"I see lives that could have been saved." He said, continues walking with Ruby and Zwei. "As a Huntsman, it is my job to protect the people, and although I am capable of doing it with traditional weaponry, I believe I can make a much larger impact if I do it with my mind. As a teacher, I'm able to take knowledge, the most powerful weapon of them all, and place it in the hands of every student that passes through my classroom. I look at this wasteland, and I see lives that could have been saved. But I also see an opportunity. An opportunity to study these ruins and learn from this tragedy. And therefore become stronger." He stops for his final answer. "I am a huntsman, Ruby, because there is nothing else in this world I would rather be." He finished before he continues walking away.

* * *

**With Team WBY…**

"I can't believe we didn't find _anything_..." Yang complains, after they've built a fire in the center and huddles around it or stand up.

"We've always been fortunate enough to be in the right place at the right time. I guess we can't always have luck on our side." Blake responded.

"That's not what I meant." Weiss says something completely off-topic.

"Huh?"

"Earlier, about... upholding the legacy. There's more to it than that." Weiss said, referring to her earlier conversation with Oobleck about her reason wanting to be a huntress.

"Yeah... No, me too. I mean... I don't know." Yang said, looking a bit sad and confused.

"I don't know, either. I know _what_ I want to do, but I figured I'd always take things one step at a time." Blake said, as she too has no idea what she wants to be.

"Well, it doesn't matter. _We_ know why we're here. Right?" Yang asks the rest of the girls, with all of them merely stare at each other in silence until Oobleck suddenly comes rushing into the room.

"Ah, wonderful. A textbook campfire!" He said as Ruby and Zwei comes in.

"Fire!" She gasps, sitting down next to the blaze alongside Zwei. "Sssoooo…warm…"

"Very good, eat your dinners and hurry to bed. We have a lot of ground to cover tomorrow and we'll need you to take turns keeping watch over our temporary abode, any volunteers for first watch?" Oobleck asked the girls.

"Yo." Ruby raises her hand, casually volunteering while Oobleck rushes off.

Ruby gets up to go over to her lookout point, walking past her sister as she stops her with a question, "Hey, did Oobleck ask you why you wanted to be a huntress? I mean... what did you tell him?"

"Hmm... No, he didn't. Weird." Ruby replied casually.

"What about you, Pet-?" But as Yang turns to question her boyfriend, she notices he's not around the premise at all, "Where's Peter?"

"Mr. Parker's not here?!" Oobleck rushes back to the camp. "Could've _sworn _he was behind me earlier."

Weiss sighs while rolling her eyes, "Usually when Peter goes solo, he's _bound _to run into something troublesome for the rest of us." She takes out her Scroll to call him, "Peter, what in the world are you doing _this _time?"

**BGM End**

* * *

**With Peter…**

"Uhhh…That's kinda hard to answer at the moment." Peter awkwardly replies, while following the mysterious spider-creature through a thick forest outside of the defunct city.

'_No it's not. Where are you?' _Weiss asked.

"In a forest outside the city. Chasing someone, or some-_thing_. It's _very _hard to describe and you'd most likely call me crazy if I tell you." Peter replied.

'_Humor me.'_

Before Peter could say anything, he chases the spider-creature into a large open space within the jungle. The creature suddenly decomposes to the ground and returns as a swarm of spiders that leave the premise, much to Peter's confusion, "It disappeared! Why did it lead me out here in the open? Where's this…?"

'_Mr. Parker, just what EXACTLY is going on over there?' _Oobleck asked.

**BGM-Sonic Adventure OST-Theme of Tikal**

Suddenly, his red eyes glow intensely as his Spider-Sense warns him to stay back as he feels a massive earthquake in the area. Slowly rising from beneath the open space appears to be an immensely large ancient temple that has sculptures with murals of spiders along its staircases.

"What? Was that creature inviting me here…?" Peter wonders in awe while staring at the temple.

'_Peter, what's going on?! We just heard an earthquake! Was that you?' _Ruby asked.

"Lock onto my coordinates. Think I found the solution to my _Other _problem." Peter claims, staring at this ancient spider temple that might help him control The Other once and for all.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Close to 40 pages. I hate writing chapters that are so long. But now it seems Peter found something that'll help him master The Other once and for all. This'll be different from the original chapter, as we are concluding The Other storyline next chapter.**

**Jufesocar: First, I'm not starting a comedy series. Already have enough on my plate. Second, I have expressed interest adding Theresa Parker into the series. And third, cute reference but this isn't Movie Sonic. This is Game/Archie Sonic.**

**ZygardeFusion: I only do remakes of stories that "I" feel are outdated and need some serious polishing. **

**Next time: Battle of the minds! Man vs. Spider! Guest starring…The Sorcerer Supreme!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	46. Vol 2 Issue 17: Evolve or Die

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! It won't be long until The Other reemerges. I can feel myself losing control to it by the hour. The only place that I think might help me is at Mt. Glenn, which might also be Goblin's new base. Had to take Doc Oobleck with us, but hey, what can you do? But then I saw something strange. A person made of spiders led me to a weird spider temple that suddenly risen from the earth. Is this place gonna help me control The Other?**

**BGM End**

* * *

_Vol 2 Issue 17: Evolve or Die_

**Mt. Glenn, Outside Spider Temple**

**BGM-Sonic Adventure OST-Theme of Tikal**

"Bark bark!" Zwei barks loudly, using his impressive nose to lead Team RWBY and Doctor Oobleck through a dark forest as he leads them to Peter's current location after he found something interesting.

As they run through the forest, Ruby spots Peter at the end staring at a particular structure that got him hypnotized, "Peter, are you okay? We got here as soon as we can! What did you find that is so impor-?" But when they regroup with Peter, they too were hypnotized in utter awe as they stare speechlessly at a large ancient spider temple that risen from beneath the earth, "Whooooooa…What _is _that?" A stunned Ruby asks her big bro.

"I'm still trying to figure it out myself." A stunned Peter quips in awe.

Oobleck gasps in shock as he seems to have an idea what this temple is, "Inconceivable! Does my eyes deceive me?! It's a Spider-Temple!"

"A Spider-Temple?" Yang questions in confusion, watching the highly intrigued doctor zoom closer to investigate the spider-like architecture on the walls.

"I thought they were a myth. An ancient shrine lost in legends. No one ever _believed _they were real, but here it is! Out in the open on the outskirts of Mt. Glenn! This is a TRUE historical find! Peter, how in the _world _did you stumble upon this mythical relic?!" Oobleck asks his student.

"Duh. It's, uh, _very _hard to explain. I saw, or _thought_ I saw, a person made of…_spiders _and followed it here." Peter awkwardly answered.

"You're kidding, right?" Weiss remarks, giving him a strange eyebrow raise.

"I don't know anymore." Peter responded. "Then it just disappeared and suddenly this temple risen from the ground right here."

"Interesting. _Very _interesting. If I were to hypothesize, it remained hidden until it reacted to the presence of its namesake, of a spider. Mr. Parker, is it time to reveal any secrets you've been _hiding_ from me?" Oobleck interrogates the hidden spider, worrying him and his team greatly that he might've uncovered his secret identity.

"Secrets? Not sure what you're talking about, Doc. I have nothing to hide." Peter lied, doing his best to remain calm and not sound suspicious.

"Calm down, boy. You have nothing to fear. I deduced you were Spider-Man a long time ago." Oobleck causally reveals his knowledge of Peter's hero identity as he approaches the team.

"HUH?" Peter reacts in total surprise.

"Wait, how?" An equally-surprised Ruby asks the doctor.

"It wasn't that hard to figure out. This temple just adds to the evidence. No one can be _that _smart but lazy with the constant disappearances and late arrivals to lecture. There's a reason Ozpin appointed me in _particular _for this mission. You're a good kid, Peter. Your secret's safe with me." Oobleck said to his student.

"Um, thanks." Peter responds unsurely.

"So, I've been informed you're suffering from an illness that requires a cure before all hell breaks loose, and you believe this temple holds all the answers." Oobleck said, already informed of The Other trying to control Peter's body.

"Not _exactly_ sure. I mean, this is great and all, but I'm starting to have a hard time believing there's a connection between me and…all this." Peter casually points his thumb at the ancient temple.

'_Let me get this straight.' _Suddenly, Madame Web appears as a ghostly floating head that pops into reality next to Peter, scaring him to the ground while surprising the heck out of everyone else, _"You come from another dimension where you run around with Thunder Gods, Sorcerers Supreme, aliens, ghosts, demons, criminals who turn to sand and immortals with cosmic powers…and you still can't grasp the existence of Spider-Totems?" _She asks her teenage disciple.

On the ground, Peter raises a finger wanting to retort, but stays silent as he looks back at the temple before turning back to her with his finger dropped, "…Okay, point taken." He accepted casually.

"Why do you keep popping up like that, Madame Web?!" Weiss retorts to the astral projection, annoyed by her sudden arrival.

"Madame Web?" Oobleck questions the existence of the strange psychic elder.

"A spider-psychic lady from another dimension that can see into the future." Yang answers nonchalantly to her professor.

"Interesting."

"_Congratulations on continuing your studies with the good doctor that has led you to your answers hidden within the Spider-Temple." _Madame Web compliments Peter.

"Hurray. I found a really old temple in the middle of nowhere." He dryly quips, standing up while wiping the dust off his clothing. "How's this gonna help me with The Other?"

"_You'll find out, after the arrival of a friend who is coming to see you." _She grinned.

"Friend?" A curious Peter raises an eyebrow, as a portal suddenly opens next to the group. Everyone turns around staring at the mysterious portal to watch a mustached man with some gray on his black hair while wearing a mystical amulet around his neck and a cloak as he walks out of the closing portal behind him.

"Greetings, Peter. I see you have adjusted well after being stranded in Remnant for so long." The mystery man politely greets his spider-friend.

"Who is THAT? Where did he come from?! How did he make that weird portal?!" Ruby retorts, as the rest of the girls and their professor are shockingly taken aback by this man's sudden appearance, while Zwei casually barks.

Peter, however, laughs in total joy and happiness as he knows exactly who this sorcerer is, "Oh man! I can't believe it! It's Doctor Strange!"

"Doctor who?" Yang questioned.

"Finally, someone else from my dimension that isn't trying to kill me! It's been WAY too long, Doc!" Peter rushes to greet his mystical friend with a smile.

"This guy is from your universe? Who exactly is he?" A confused Blake asked.

"My name is Doctor Stephen Strange, Sorcerer Supreme. Master of the Mystic Arts." The sorcerer introduces himself to the girls and their professor with a polite bow.

"Wait, you mean magic? Magic EXISTS in your universe?" Weiss remarks with eyes of shock and disbelief, since she lives in a world where magic supposedly isn't a thing.

"Quite definitely." Strange answered.

"When it comes to magic, this guy is the strongest in my entire universe!" Peter claimed. "Though there have been times when he needed my help to stop immensely powerful mystical beings. Me and Strange are practically BFFs." He joked.

"I wouldn't go _that _far." Strange remarked.

"Anyway, what're you doing here, doc? Here to take me back home?" Peter wondered.

"No. Madame Web has informed me of your current condition and requested my assistance on the matter." Strange channels mystical energy in his palm as he waves it in front of Peter, magically putting him in his hero costume.

"How did you do that?" Spidey casually remarks to suddenly being dressed in uniform.

"I see. The symptoms are getting worse. It won't be long until The Other overwhelms you." Strange also sensed the growing presence of The Other within Peter. "Quickly, we must make haste into the temple to prepare the ritual." He tells everyone, before using his cloak to hover towards the spider-shaped entrance that leads into the temple.

"Ritual? What ritual? Is it something fun?" Spidey jokes, following him and Madame Web inside the temple while leaving his confused friends behind.

"Ugh. This is getting weirder by the second." Weiss comments, having a hard time processing the existence of magic and sorcerers from alternate realities.

"Don't you mean 'stranger' by the second?" Yang quipped.

"Stop talking."

"Come along, children. I can't be the only one interested in the studies of mysticism and alternate realities." Oobleck follows the outworldly group into the temple, with Team RWBY and Zwei share looks at each other before reluctantly entering the temple themselves for Peter's sake.

**BGM End**

* * *

**Inside Spider-Temple**

**BGM-Sonic Unleashed OST-Gaia Gate**

The unified group of heroes walk through a pathway while being led by Dr. Strange and the floating head of Madame Web. The rest of the group marvel at the spider-like architecture that are seen from the walls to the ceilings as they approach the deeper sections of the ruins. "Amazing…It feels like we stepped into another world." Ruby comments in amazement after stepping inside this outworldly temple.

"Yo, Doc Strange. You knew about Spider-Totems and The Other inside me for a long time. Why didn't you ever tell me?" Spidey asks, crawling on the wall next to the sorcerer.

"No, I did. I've always said you stand at the center of a Great Web, but you always took it as me spouting 'mystic mumbo jumbo'." Strange calmly responded.

"Well duh. I barley understand half of the mystic mumbo jumbo you incant. I'm a scientist, not a magician." Spidey quipped.

"Who created this temple, and why was it hidden?" Blake asks the mystical people of the group.

"_This sacred temple was created in the distant past of Remnant, during the earliest forms of human civilization. The Master of the Web weaved a destiny for the gods of this world to forge this temple in the likelihood The Other emerges in this reality, and to help them control its unique powers." _Madame Web answers with a little history lesson.

"And just _how_ the heck am I doing to do that?" Spidey asked.

"You're going to fight The Other here." Strange answered.

"HUH?!"

"Fight The Other? He doesn't have to do anything excessive, does he?" Oobleck questioned.

"At this phase of the evolution, he has to _be _excessive if he wants to gain proper control over the Spider-Totem." Strange explained.

"But isn't The Other inside his mind? How is Peter going to fight it?" Ruby asked.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Attack on Attilan**

"In here." Strange leads the group into a large chamber, where on the center is a platform of a large crest shaped as a spider, and on the other end of the chamber is a large stone mural of a frightening Man-Spider that represents The Other.

"Spider-Man, stand on the central crest of the spider while me and Madame Web prepare the incantation that'll allow you to speak and confront The Other." Strange instructs the web warrior.

"You're gonna put me on a snooze cruise?" Spidey quips, handing his girlfriend his backpack before jumping onto the center of the spider platform.

"Destiny has chosen you to visit Remnant for a reason, Spider-Man. If you hope to fulfill your purpose and save our two worlds from the Goblin King, you'll have to do the _impossible_." Strange stated. And before Peter could quip a word, Strange points at him saying, "Close your mouth, and open your mind." He orders, requiring him to shut up if he wants to control The Other and save the world.

Weiss snickers, "That's the best thing I've heard all week." She laughs alongside the rest of Team RWBY, which annoys Peter to no end as he forces himself to remain silent.

**BGM End**

**BGM-The Incredible Hulk: Ultimate Destruction OST-My Other Voice**

The floating head of Madame Web floats to one side of the spider to manifest in her full astral projection, projecting the Web of Life behind her chair. Dr. Strange stands on the other side of the crest, combining his magic with the Web of Life to construct a large white glyph beneath Spider-Man that slightly resembles webbing, trapping him inside an invisible mystical dome.

"Whoa. Can your glyphs do that?" A stunned Ruby asks her partner.

"Does it look like I know magic?!" Weiss annoyingly retorted.

"So how does this work?" Blake asks how Peter will exactly confront The Other.

"_I will use my telepathic powers to allow Spider-Man to dive into the deepest section of his tortured psyche, the space between reality and the afterlife, where The Other resides at its full power. He must defeat it and allow its essence to merge completely with him. It's the only way to complete the evolution." _Madame Web explained.

"I will assist using the Eye of Agamotto that'll allow the two souls to safely converge and reborn into one with the mind of the victor. But, if Spider-Man were to fail and The Other fully manifest, I'll seal it away thanks to the special magical properties of this temple." Strange further explains the process.

"There isn't an easier option for this." Yang remarks with her arms crossed.

"Dying and accepting The Other _is_ the normal process." Strange replies calmly.

"Nevermind." She quipped.

"_We're about to begin the process. I'm sorry, Spider-Man…this next part will be VERY unpleasant." _Madame Web warns him, causing his lenses to widen in worry._ "We'll be watching your battle from out here. Believe in your humanity and you will prevail!"_

"Good luck, Peter! We'll be rooting for you!" Ruby smiles, as the girls wave their wishes to the webhead and Zwei barks for his success, with Spider-Man responding with a silent thumbs-up.

Madame Web clenches onto her head as she charges her telepathic energy, as Dr. Strange unveils the Eye of Agamotto from his amulet, "By the Light of the All-Seeing Eye of Agamotto, allow minds and souls to converge at the forever crossroads!"

The two mystical beings unleash their respective energies as beams directed at Spider-Man, forcefully causing him to drop on his knees as he screams in sheer pain. The energies forcefully awaken The Other as Peter mutates into the Man-Spider again, but trapped inside the glyph, "AAAAAAAAAAAA_**RRRRRRRRRRRRGGGGH…!"**_

'_Peter…' _The Other calmly greets his host, as they are finally about to have their long-awaited meeting.

**BGM End**

* * *

**Peter's Subconscious…**

**BGM-The Incredible Hulk: Ultimate Destruction OST-Crossroads**

Spider-Man groans as he wakes up inside his own mind, finding himself standing on a large floating, rocky platform. The outer edges appear to be on fire and the sky is dark and moody, representing his tortured psyche, while the whole arena appears to be surrounded by webbing.

"What the…?" Peter is shocked to see just how much his mind is being consumed by The Other's darkness. Speaking of the beast, the demonically large Man-Spider reveals itself by dropping in the center of the arena to confront his host for control, glaring at the little human with its multiple, glowing red eyes. "You!" Peter glares, gritting his teeth at the monster that has been torturing his soul for months and is ready to settle the score.

"_**You can't win, Parker." **_The Other proclaimed._** "You're just a frightened child. You're a victim of your own fractured psyche…a little boy CRYING about his failures. And you're afraid of me, as you should be, because I'm going to ERASE you out of your mind." **_He sinisterly declares to destroy Peter's soul and possess his body for his own destructive usage.

Though he is confronting what is the equivalent of a spider-god of the multiverse that must possess frightening power, Spider-Man stands tall and fearlessly while calmly enveloping himself in his X-Aura, glaring at the multiple eyes of the creature as he states, "I'm not afraid of you anymore. I KNOW who I am. Neither one nor the other, only the AMAZING SPIDER-MAN!"

Irritated by his defiance, The Other let out a monstrous roar that shook the entire mindscape, knocking Spider-Man away backwards as he lunges to attack him, _**"Your power is nothing compared to mine!"**_

"Who are you to judge? This is my body!" Spidey quips, zipping just in time away from the monster's vicious claw swipe. The X-Aura-powered Spider-Man zips to the beast's face and proceeds to pummel him with a ferociously fast combo, finishing with a brutal swing from his two web hammers that blast the creature to the edge of the arena.

The Other roars again while charging up a large web sphere in it's mouth, _**"Are you afraid, boy?" **_He then barrages the webslinger with large web bullets, forcing the hero to dodge them to the best of his ability.

"I'm more _disgusted_ than afraid!" Spidey swings to the sky to avoid the homing web bullets.

"_**You humor cannot hide your fears forever!" **_The Other retorted.

"I'll start shutting my mouth after I shut yours!" Spidey uses his new costume to materialize his Web Cannon 3000 and fires a large blast of webbing to ensnare the creature's mouth to prevent him from firing more web bullets. He then switches to explosive webbing for his cannon to barrage him with explosive web bullets that does some considerable damage to the multiversal entity.

The Other fiercely rips the webbing off its mouth to shout, _**"Don't defy me! Your little toys will not save you from true power!" **_before pointing an arm to unleash numerous spines out of its hand. Spider-Man quickly dismisses his cannon to protect himself with a web shield, but this was a distraction as the Other came out of nowhere to brutally punch him to the ground, _**"Welcome the pain!" **_He tries to squash Peter like a bug with his enormous heel, but the hero jumps and disappears before that happened, _**"Hm?"**_

Spider-Man suddenly appears behind the beast in midair shouting, "Activate Enhanced Combat Mode: Electricity!" The highlights on his suit glow yellow, powering himself up with electricity powers. He fires two thick, electrified weblines on The Other's back, electrocuting him greatly and yanked to an electrified axe kick that topples him to the floor. "I'm just beginning!" Spidey dives headfirst through the sky down towards the beast to continue his assault.

"_**Little brat!" **_The Other extends all six arms as he hopes one of them will catch the falling hero. Focusing on his Spider-Sense, Spider-Man slides along and dodges the arms with some assistance from his Holo Decoys, dodging a large web blast from the mouth while switching to his fire mode as he zips closer to the stomach for an explosive stomp.

"Here comes the BOOM!" Spidey unleashes a ferociously powerful foot-stomp, causing a powerful explosion that weakens The Other slightly while he jumps back to the ground, "Havin' fun yet?!" He taunts the beast.

The Other snarls as it stands on its feet again, performing something that surprises Peter as it envelops itself in its own dark red X-Aura, _**"You think you're the only one here with an X-Aura? You don't understand, do you? As you evolve, I evolve." **_He claims, preparing to attack with his own ice web bullets.

"Oh, I am SO happy for the both of us!" Spidey quips sarcastically, quickly swinging away from the large ice attacks.

"_**Don't be afraid, Peter. Soon it'll all be over and you can finally rest." **_The Other claws a chunk of the ground into his hand, igniting it with flames before throwing the massive flaming projectile at the midair webslinger.

Spidey jumps over the giant debris and webs it as he prepares to hurl it right back at him, "I won't let you control my body!" He declares, smashing the large fire rock onto the beast.

"_**You've brought this upon yourself!" **_The Other angrily claims, protruding four aura-enhanced spider-arms right out of its back, _**"DON'T BLAME ME FOR THE DARKNESS IN YOUR MIND!" **_He then uses his extra limbs to rapidly trash Spider-Man, painfully hurling him to the ground as he screams.

"AAAAAAAAAAAHHHH!" Peter yells as he falls. He grunts in pain while slowly standing, _'Ugh, okay. This is getting a little challenging. No biggie. I'm just fighting the strongest spider-monster in the multiverse.' _He joked._ 'Gotta try a new strategy. This is the battle of the minds. Gotta fight smarter, not harder. Wait! I think that might work!'_ He remarks in confidence of his new idea.

"_**YAAAAAAAH!" **_The Other smashes all its arms to the ground, causing a chaotic earthquake that severely cracks the ground while unleashing powerful shockwaves at Peter.

The webslinger quickly jumps to the air to avoid the shockwaves, materializing the blue ISO-8 crystal his friends gifted him before the dance. "Time for a little pick-me-up!" He absorbs the crystal, increasing his power tremendously while his X-Aura grows bigger. He encases his fists with large, spiky web gloves as he zips towards the Other to unleash a flurry of berserker punches, "CRAWLER ASSAULT!"

"_**GAAAAH!" **_The Other yells as he gets pushed back from the devastating assault, _**"Where did that power come from?!"**_

"You like? This is the power my friends gave me!" Spidey quipped.

"_**The ISO-8." **_The Other recognized._** "You fool. That power has only made me stronger." **_He states, as his X-Aura grows more powerful from the ISO-8._** "Don't forget! As YOU evolve, I evolve! You cannot hope to defeat me!" **_

"And I'm glad." Peter remarks with a cocky grin.

"_**What?"**_

"Let's mess around with a little experiment." Spidey raises the crystal into the air, using his mind to reshape the blue crystal into a green Tachyon ISO-8 crystal.

"_**You recreated the ISO-8?!" **_The Other remarks in shock.

"Nice, right? We're fighting in our minds right now, where dreams can become reality. Your _only _dream is to bring destruction, while I have multiple dreams that are creative and expansive, and can sometimes be _very _painful. Remember the Genesis weapon I built with my friends?" Spidey materializes the Genesis cannon, inserting the Tachyon ISO-8 crystal as he powers up the weapon. "If not, sucks to be you." He unleashes a large destructive beam powered by cosmic tachyons that severely weaken The Other to the point of screaming in pain, "If you want a reminder, the Genesis is designed to ignore a person's Aura! And when combined with tachyons, it can also disrupt the target's DNA to a subcellular level, meaning it's REALLY painful to those that LOVE evolving themselves! It's all about the science, baby! Not even mystical, multiversal monsters like you can withstand this kind of power!"

"_**STOP HURTING ME!" **_The Other cries as his spider-legs were obliterated from the blast of the Genesis.

"Stop whining and eat your tachyons like a spider." Spidey swings around the beast, annoying him with some web shots before firing multiple blasts from the Genesis that continuously weakens the entity, "Wow! You've gotten a lot weaker, haven't ya, creepy!" He insults the beast.

"_**DON'T UNDERESTIMATE ME!" **_The Other roars angrily, using one of its arms to swat the cannon away while using another to ruthlessly grab Peter, throwing him to his fangs to get confined before being eaten.

Peter uses his amazing strength to lift up the jaws of death, struggling as he tries to break himself free from his maw before being eaten, "Dude, you really need some breath mints." He fires a Web Bomb down his throat, suffocating the beast with webbing and leaves him distracted long enough for Peter to kick himself out of the jaws of death, webbing the beast's feet sticking to the ground to prevent him from moving, landing near his cannon to grab for the final attack, "I'm ending this once and for all!"

"_**Filthy little…" **_The Other clears his throat of the webbing before furiously glaring at Spider-Man, _**"Curse you, PARKER!"**_

"IT'S ALL OR NOTHIN'!" Spider-Man sets the Genesis to full charge, then unleashes a hyper-powered beam that utterly decimates The Other.

**BGM End**

To his utter disbelief, the Other starts blowing up as multiple parts of its body explodes in annoying pain, _**"YOU CAN'T KEEP ME AWAY FOR LONG!" **_He proclaims before toppling down in his surprising defeat.

**BGM-The Incredible Hulk: Ultimate Destruction OST-Trail and Judgement**

Spider-Man dematerializes the Genesis as he can tell it's not needed anymore. The Other is beaten. Or from what it seems, nearly beaten. Lying facefirst on the ground, the weakened Other slowly lifts his head up as he expresses his disbelief losing to an insect like Peter, _**"NO! You're not strong enough! You're just a child!"**_

"Even more embarrassing!" Spidey quips, unleashing his most powerful uppercut from the jaw that brutally topples the Other onto its back. "Dr. Strange, NOW!" He shouts, hoping the sorcerer can hear him.

It seems that he did, as he sees the giant Eye of Agamotto materializing in the sky and beams its divine light onto the defeated Other, as it pitifully begs for mercy to his host, _**"Peter, please…I only meant to…" **_It's painfully cut off his body is being disintegrated by the light, _**"RRAAAAAaaaaaahhh…" **_His body disappears, leaving behind dust of his own essence floating in the air.

The Other's essence flies into Spider-Man, merging with his soul and body as they reach harmony and augments his powers to their fullest potential. His red X-Aura changes and becomes perfected, gaining a new shrouding dual white and blue aura that vaguely resembles webbing. The black spider-logo on his chest grows larger and a little more stylized, signifying he has perfected his X-Aura and gained full control of The Other.

As soon as Peter fully merged with The Other, the flames around the arena disappears and the sky brightens to a peaceful blue, meaning his mind is calm and no longer tortured for control. "My Aura…It's calm." Peter looks at his palm, enveloped in his new calm and web-like aura as he clenches it, "It's finally over." He states his victory over The Other as he stands triumphantly.

**BGM End**

* * *

**The Spider-Temple**

**BGM-Sonic Rush OST-Theme of After the Fight**

The glyph that entrapped the Man-Spider disappeared as soon as he was unconscious and transforms back into Spider-Man. The tired webhead groans, blinking several times before standing and feeling a little woozy, "Ugh, that definitely wasn't pleasant…Where am I again?"

"Peter, you did it!" A sudden Ruby dashes to hug her victorious mentor, quickly joined by a happy Zwei barking as the rest of Team RWBY meet with them.

"Dr. Strange showed us everything. You were amazing! You basically beaten a spider-god of the multiverse! That's unbelievable!" Weiss happily compliments her spider-teammate for his victory over The Other.

"Yeah, you showed that spider who's boss!" Yang smiled, proudly bumping the air with her fist for his victory.

"Congratulations." Blake smiled.

"Seriously, girls, it's hard to breath after being crushed by all this praise." Spidey joked.

"So The Other. It's not bothering you anymore?" Ruby asks him.

"Nope. It still exists somewhere in the back of my mind, but I got it caged and took its power to be a reborn Spidey! Boom! Check it!" Spidey shows off his brand new webbed blue X-Aura shrouding his body, much to the amazement of his friends.

"Oooh. Silky." Ruby commented.

"_With your mastery over The Other, you have perfected your X-Aura and have access to the Other's full capabilities to be use at your leisure. And more importantly, evolved past your fears to become something greater." _Madame Web briefs the web warrior.

"Thanks for the assist, Madame Web. You too, Dr. Strange. Couldn't have done this without ya." Spidey thanks his allies for helping him controlling the Other.

"You are quite welcome, Spider-Man. Dealing with mystical threats is what I'm all about." Strange replies, thrusting his hand outward to magically open a portal back to Earth, "I must return to Earth. I trust you are comfortable confronting Goblin with your team?" He asks the heroes.

"Well sure, but we wouldn't mind having the universe's most powerful sorcerer helping us beat an immortal Goblin threatening both universes." Spider-Man said, appreciating if Strange assists them defeat the Goblin King.

"I must stay guard of Earth in case Goblin invades. I'm confident between your new abilities and your allies you will prevail. Team RWBY are capable warriors in the forces against darkness. And Ms. Rose is a capable leader possessing incredible potential. I can see it in her eyes." Strange compliments the girls, while also sensing a great power within Ruby.

"Wha?" Ruby remarks in confusion.

"They're silver. What's so special 'bout them?" Spider-Man questioned.

"You'll find out." Strange replies vaguely with a smile, confusing both Peter and Ruby. "Try to get some sleep. Destiny is soon to arrive. May the Vishanti watch over thee." He wishes them luck as he walks towards the portal.

"And may your amulet never tickle." Spidey quips, watching the sorcerer supreme return to his universe, leaving Remnant's fate in the hands of Spider-Man and his amazing friends.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: The Other storyline is done. Spider-Man has control over its power. And just in time, as it's time to begin the multi-part Volume 2 Finale, named "Battle of Vale". It's gonna be a primary mixture of RWBY Volume 2 Finale, with some "The Battle of Beacon" from RWBY Volume 3, and most importantly, the film "The Avengers (2012)". And it's all just a sign of things to come in Volume 3. Look forward to it.**

**ssjmichael26: In the comics, Peter does become more quippy in his ordinary civilian life as he grows as a person. That's a sign of character development, showing that he's becoming more comfortable having fun with friends and doesn't mind being himself when talking to people who already know his secret identity. And yes, Peter DOES hate Goblin. It's been expressed multiple times in the comics that while he would never kill Goblin, he still despises him and would NEVER forgive him for all the tragedies. **

**Next time: Secret invasion!**

**New Character Description:**

**Spider-Man (Perfected X-Aura)**

The Other Enhancements:

Perfected X-Aura: a refined silky blue X-Aura that grants him access to The Other's full power (in fighting game terms "a refined super-mode")

Enhanced Strength: Lift up to 20 tons (w/ X-Aura: 60 tons)

Night Vision: see perfectly in the darkness

Stingers: extend venomous stingers that are extremely effective against malevolent totemic entities and supernatural opponents

Spider Control: the ability to control and manipulate spiders

Spider-Out: transform into a controllable Man-Spider possessing enormous power and frightening speed. Or tap into the powers of a Man Spider in human form through X-Aura, manifesting as a translucent shadow of a Man-Spider that floats behind Spider-Man.

Organic Webbing

Other natural abilities like speed, agility, and Spider-Sense have also been enhanced

X-Semblance:

Battle Focus: rapidly generate Aura for a short time, enabling him to perform more aura-based attacks in quick succession or heal constantly (passive ability)

Hibernation Healing: One-time use. Return from the brink of death by hibernating in a web cocoon

Description: With the aid of Doctor Strange and Madame Web, Spider-Man was able to control The Other. As the receptacle of this powerful Spider-Totem, Peter's powers has been greatly augmented to new heights. With powerful stingers and a refined X-Aura under his command, Parker is ready to take on the Immortal Goblin King. Let's just hope that this added power will be enough to save two universes!

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	47. Vol 2 Issue 18: Battle of Vale (Part 1)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! With the help of Madame Web, and the surprising assistance of Dr. Strange, I was finally able to beat The Other and merge with its power. I feel incredible! New Aura! New powers! I'm a whole new Spider-Man! Let's hope this'll be enough when we fight Goblin. I know he's somewhere in Mt. Glenn, and I'm gonna find him and take him down.**

**BGM End**

* * *

_Vol 2 Issue 18: Battle of Vale (Part 1) – Secret Invasion_

**Beacon Academy**

**BGM-RWBY OST-Mountain Glenn**

General Ironwood looks out from the landing docks of Beacon to the city of Vale at night, with a few airships hovering over the lit-up buildings. Walking up from behind him is Professor Goodwitch, curious to know why the general is up at this late hour, "Trouble sleeping?"

Ironwood looks back at her, gripping his shoulder with the other hand, "Arm was acting up."

"Of course, so logically, you got out of bed, dressed yourself completely and decided to gaze menacingly out into the distance." She quips as she approaches all the way to his side, then looks at him concerned, "What's wrong?"

"I've trusted him for years. We both have. I just…I can't help but feel like he's keeping us in the dark." Ironwood talks about his trust issues with Ozpin.

"Don't be ridiculous! You know very well that _we _are not the ones in the dark." Glynda replied.

"That makes it _worse_!" Ironwood laughs humorously. "I refuse to believe that a man that I've trusted for so long would act so…passively."

Glynda puts a reassuring hand on her friend's shoulder, "You're a good person, James. You've always done what you think is best for the people, even against strong protest. It's admirable. But it's high time you stopped talking about trust and started showing it." She drops her hand as they stare into the distance together, "Ozpin has experience that the rest of us lack. And I think that's something worth remembering." She said, staring into the distance alongside the general.

**BGM End**

* * *

**Meanwhile at Mt. Glenn…**

After Peter defeated The Other inside the Spider-Temple, the heroes returned to their camp at Mt. Glenn for sleep. A full moon shines over the ruined buildings of the city, and a lone Beowolf is searching through the rubble. It looks up briefly at the young girl who has it in her red crosshair scope, but Ruby just lowers her weapon and sighs in tiredness at she keeps lookout over the destruction. The rest of her team is lying down on their sleeping mats around the fire with weapons nearby, and Doctor Oobleck is higher up, slumped down against the wall next to the hole in the ceiling. The four members of RWBYP have their eyes closed, but Yang is the first to stop pretending.

"Blake, are you awake?" She asks her partner.

"Yeah." Blake answered.

"Why do you think he asked us about being a Huntress? Like, what was he trying to say?" Yang asks, still bothered by Oobleck's interrogations on their goals.

"Maybe he was just curious." The Faunus guessed.

"You think?"

"No."

"Peter, are you awake?" Yang turns to her sleeping boyfriend.

"Zzzzzz…"

"Shouldn't be surprised. He did just beat a god a few hours ago." Blake responded, noting Peter's exhaustion after defeating a spider-god inside his own mind.

Yang decides to turn to Weiss next, "Weiss, are you awake?"

"Of course I'm awake!" Weiss retorted, wide awake as the other two. "You two are talking. And I think he... When I said I wanted to honor my family's name, I meant it. But, it's not what you think. I'm not stupid. I'm fully aware of what my father has done with the Schnee Dust Company. Since he took control, our business has operated in a... moral gray area."

"That's putting it lightly." Blake commented.

"Which is why I feel the need to make things right. If I had taken a job in Atlas, it wouldn't have changed anything. My father was not the start of our name, and I refuse to let him be the end of it." Weiss calmly affirmed.

"All my life, I fought for what I thought was right." Blake speaks about her backstory. "I had a partner named Adam. More of a mentor, actually. He always assured me that what we were doing would make the world a better place. But of course, his idea of a perfect future turned out to be not perfect for everyone. I joined the Academy because I knew that Huntsmen and Huntresses were regarded as the most noble warriors in the world. Always fighting for good. But I never really thought past that. When I leave the Academy, what will I-? How can I undo so many years of hate?" She wonders, looking sad in the eyes.

"I'm sure you'd figure it out. You're not one to back down from a challenge, Blake." Yang reassures her.

"But I am!" Blake retorted. "I do it all the time! When you learned I was a Faunus, I didn't know what to do, so I ran! When I realized my oldest partner had become a monster, I ran! Even my Semblance! I was born with the ability to leave behind a shadow of myself; an empty copy that takes the hit while I run away!" She professed.

"At least you two have something that drives you." Yang turns on her belly. "I've just kinda of always, gone with the flow, y'know? And that's fine, I mean, that's who I am. But how long can I really do that for? I wanna be a Huntress, not really because I want to be a hero, but because I want the adventure. I want a life where I won't know what tomorrow will bring. And that'll be a good thing. Being a Huntress just happens to line up with that. I'm not like Ruby, she's always wanted to be a Huntress. It's like she said, ever since she was a kid, she'd dreamt about being the heroes in the books. Helping people and saving the day, and never asking for anything else in return. Even when she couldn't fight, she knew that's what she wanted to do. That's why she trained so hard to get where she is today." She explains her reasoning for being a huntress.

"Well, she's still just a kid." Weiss sits up from her mat.

"She's only two years younger. We're all kids." Blake does the same up from her mat.

"I wouldn't say the same about Peter." Yang remarks, as the girls stare at the sleeping spider, "He had to become a _man_ when he lost the choice to live an ordinary life after his uncle died. He felt guilty, and decided on that day to use his powers for the greater good, sacrificing his own health, personal life, and relationships for the people of this world and his world." She acknowledges Peter's maturity and sacrifices.

"'With great power comes great responsibility…'. Blake quoted. "That's what his uncle taught him. That's what Peter has been trying to teach _us_. Being a superhero, or a huntsman, is no bed of roses."

"Well…yeah. I mean, look where we are! In the middle of a warzone and armed to the teeth." Yang remarked.

"It's the life we chose." Blake stated.

"It's a job." Weiss stated. "We all had this romanticized vision of being a Huntress in our heads, but it's like what Peter once said. Being a Huntress _isn't _a game. It's fate. At the end of the day, it's a job to protect the people. And whatever we want, will have to come second." She states, as the three girls finally understand what it means to be a Huntress, something that the apparently-sleeping Oobleck smiles at when she finishes.

* * *

**Sometime later…**

Yang has taken up watch, allowing for Ruby and Zwei to sleep on the sleeping bag Yang had been lying on. Zwei suddenly wakes and stands up, causing Ruby to wake up, "Huh? Zwei, it's late. Go back to bed." She sees him run off, "Zwei! Zwei! Ugh!" She then wanders out of the building, looking for Zwei, "Zwei! Zwei, where are you? Zwei! Huh?" She spots her dog urinating on some ruins, "Zwei, this is a wasteland! You literally could have done that anywhere!"

"Bark!" Zwei barks, which caught the attention of a mysterious enemy nearby.

**BGM-RWBY OST-Mountain Glenn**

"What was that?"

Having heard the enemy, Ruby grabs her dog as they hide behind some ruins. They peek out to see two War Goblins and decided to eavesdrop on the conversation. "What was what?" The second War Goblin converse with his pal.

"I thought I heard a Beowolf or…something." The first solider replied.

His pal scoffs in annoyance, "Let's just finish our patrol and get back to base. This place gives me the creeps."

As the Goblin Thugs walk away, Ruby and Zwei sneak around in the background, following them. They eventually reach a ruined building with a pair of metal doors, and Ruby hides behind a corner, holding Zwei out to watch them, "Did they go in yet? One bark means yes."

The sound of the door closing echoes out, meaning they went in, "Bark!"

"Oh! This is it! This is it!" An excited Ruby whispers, bring out a small scroll and tries to call her teammates. However, the screen says 'low signal', "Aw man. We had signal earlier. Come on, we gotta get the others!"

Ruby and Zwei hurry off down the street. However, the asphalt beneath them suddenly sinks before caving in. Ruby grabs onto a ledge and catches Zwei. She tosses him up out of the hole and begins to attempt to pull herself up. However, the ledge she is holding onto breaks off, and she plummets into a huge cave filled with ruined buildings, far below the surface. She lands on a building up against a cavern wall, and as she gets up, a nearby door bursts open to reveal two other Goblin Thugs.

"Freeze!" A guard shouts, as they point their guns at the little huntress.

"Where did she come from?" The other asked.

As the guards walk forward, Ruby backs away only to end up on the very edge of the platform. "You're a long way from home, little girl." A guard taunts her.

Ruby reaches back for her scythe, only to realize that she doesn't have it. Both guards approach her, and one of them grabs her arm, "Hey! Hands off!" Ruby jerks her arm out of the guard's hand and starts punching him. It has very little effect, and he punches her in the face hard enough to knock her down.

"Our king is gonna want to see this one…" A guard says, kicking her in the head hard enough to knock her out.

* * *

**With the other heroes…**

From his mat, Peter's heightened Spider-Sense kicks in as he springs up in shock while his eyes turn to a mystical blue, now that he has fully merged with The Other. "Ruby!" He shouts, waking up his friends.

"Ruby? Where is she?" Yang glances around for her sister, but doesn't find her.

"Something's _wrong _underground. I-I _feel _it." Peter sensed.

"You can tell from up _here_? Is this one of your new powers?" Blake questions if this is a new power granted to him by The Other.

Suddenly, Zwei comes running into the room barking profusely. "Zwei?" Yang kneels to pet her worried dog.

"I felt Ruby fall somewhere, beneath these ruins. We need to hurry!" Peter stands as his clothes light up, instantly switching to his Spider-Man costume.

"Grab your weapons! Your leader may be in trouble." Oobleck orders his students.

* * *

**With Ruby…**

She awakes to the two Goblin guards who caught her dragging her by both arms through the underground city. All around her, Goblin soliders and robots are at work, doing various things such as piloting a recolored Paladin in Goblin colors to carry large shipping containers. There is a loud sound nearby as one of the War Goblins drops a large device.

"Hey, be careful! What are you trying to do, blow us to the moon!"

"Sorry sir!"

And to Ruby's speechless horror, she spots the humongous Goblin Mech looming over the soliders. Like Peter described, it's a roboticized version of classic Green Goblin with wings and a little bulky. It has aspects that were taken from the Grimm, like a bone mask that resembles the Goblin. Its primary color of the robot is black but with enough green and purple accents of the Green Goblin to give it that frighteningly demonic presence to scare an entire kingdom. From the looks of it, the Goblin Mech is deactivated and it hasn't been completed yet, but it's dangerously close to completion any time now.

"Hey, Goblin Knight! Where's the king? Found something you might want to see!" One of the Goblin guards that was dragging Ruby shouts to the man inside a railcar.

"Is it good or bad, Perry? Because let me tell ya, I have had a day." A voice answered, which sounds oddly familiar to the confused Ruby.

"Uh…it's a little girl?" Perry responded.

The Goblin Knight leans out through the doorway and recognizes Ruby, "That would be bad."

Ruby's eyes widen in shock as she recognizes Goblin Knight's voice, and couldn't believe that her arch-enemy was transformed into a goblin, "Torchwick?"

* * *

**With Spider-Man…**

"Wow, big hole." He jokes, carrying his Iron Spider backpack as he and Zwei observes the hole Ruby fell in earlier.

Oobleck and the rest of the team regroups with them, as Yang spots Crescent Rose next to the hole, "Ruby's scythe!"

"Oh no." Blake remarks worriedly.

"You said she fell down here?" Weiss asks Peter as she approaches the hole.

"That's what I felt. Could be wrong. Not used to these new powers. What could be underground?" Spidey wondered.

Oobleck looks down at the hole as he comes to a startling realization, "Oh my…Of course…Of course, of course, OF COURSE!"

"What is it?" Blake asks if something's the matter.

"How could I be so stupid?!" Oobleck berates himself.

"Dr. Oobleck, what's wrong?" Yang asked.

"Forgot to refill your thermos?" Spidey quipped.

"Mountain Glenn!" Oobleck remarks, suddenly talking to each of his student's face while explaining very fast, "Yes, an expansion of Vale that was inevitably destroyed by creatures of Grimm! Previously home to thousands of people! Working people commuting to the city, the main city! Developed a subway system to the inner city! Grimm attacks increased! Population in danger, now desperately searching for shelter! City evacuates into the metro tunnels and what do they find? The southeast quadrant of Vale is known for wild forests and deep caves!"

"Doc, what are you saying?" A highly-confused Yang remarked.

"My dear, we're not just looking for an underground crime network, we're looking for an UNDERGROUND crime network!" Oobleck clarified.

"They've been working in caves?" Blake questioned.

"No, no, Mountain Glenn was Vale's first serious attempt at expansion. It worked for a short period of time, thanks to an aggressive perimeter defense, and unique transportation; the city developed an elaborate subway system to carry citizens safely from the new territory into the main Kingdom! Sadly, without the many natural barriers Vale had to protect its borders, Mountain Glenn was doomed from the start! As the end drew near, the citizens of the territory made one last attempt at survival: They took up shelter beneath the city! In massive caves that they had cleared out for the subway. And they had cut themselves off from the surface!" Oobleck explained.

"A-an underground village?" Yang questioned.

"More like a Goblin Underground." Spidey remarked. "It makes sense for Goblin to hide underground. New York is famous for having plenty of abandoned subway stations that criminals _love_ to take over to build the perfect hideouts away from prying eyes until they're ready to strike from below." He emphasizes by pounding his fist atop of his palm.

"The underground city was a safe haven." Oobleck continues with his history lesson. "Until…an explosion opened the mouth of another cavern, filled with subterranean Grimm. After that, the Kingdom officially sealed off the tunnels, creating the world's largest tomb. If Ruby is down there…" He deploys his flamethrower weapon, "We must find her…"

"Peter, you're our co-leader. What's the plan?" Blake asks the webhead for a plan to raid Goblin's underground base.

Spidey thinks for a moment while staring at the hole. He smirks behind his mask and simply says, "Knock knock."

**BGM End**

* * *

**Back with Ruby…**

The scarlet huntress gets easily thrown across the floor by the goblinfied Torchwick, "Wow! You are much more manageable without that oversized gardening tool of yours." He laughs. Ruby gets up and charges at the Goblin Knight, which he simply sidesteps, sending the girl stumbling across the floor as he laughs, "Oh man. You know, Perry, I really did need this." As Perry raises his thumb in agreement.

Goblin Knight walks over to Ruby and points his new flaming sword at the frightened child, "Like my new look? This ISO-8 stuff is _really_ something. If I knew it existed earlier, I would've never wasted my time stealing Dust for that woman." He refers to Cinder. "But seriously. How'd you find this place, Red?"

**BGM-Mega Man X7 OST-Sigma's Theme**

Ruby growls and uses her Semblance to escape Roman and start running for an exit, until she accidently bumped into someone menacingly familiar and was pushed to the ground as the villain laughs, _**"What's the hurry, child? The apocalypse hasn't even begun."**_

Ruby shakes her head and looks up with a frightened gasp, as she is being confronted by the looming Goblin King in a new outfit. His new, royal attire consist of a purple armored tunic and armored gauntlets and boots of the same color. As a belt, he wears one with the Goblin emblem and around his knees are black rings of spikes. He also dons a new green cape that flows to the wind.

"Nice new outfit, Goblin. Was there a blowout sale at the bad guy cape store?" Ruby lets out a brave little quip that admittedly got a little chuckle from the Goblin King.

"_**It's adorable how much of an impact the Spider has had on your useless life. Keep trying, brat, and perhaps one of these days your jokes will annoy me." **_Goblin laughs. _**"Speaking of the bug…" **_He smiles creepily as two Hunter Killers hover by his side, pointing their laser guns at the scared child, _**"If you're here, then Spider-Man is not far behind." **_He deduced._** "Excellent. I've been anticipating his arrival. We were just about done wrapping up here. I wanted to launch my plans during the Vytal Festival, but there's nothing wrong starting the fireworks early." **_He presses a button on his gauntlet, which opens a portal underneath his Goblin Mech and transport it to another dimension, _**"The ISO-Dust Reactor embedded in the Destroyer Goblin was also designed to work as a Convergence Device. So I've sent it to a little pocket dimension I've crafted so my boys could finish it in time for the parade!" **_He grinned maliciously.

Suddenly, the criminal gang heard a massive explosion, causing Roman to look up in curiosity, "Oh, what the…Perry, if you and the boys could take care of that? Kinda in the middle of something."

Perry nods and goes off to investigate the explosion just as another one sounds, irritating Roman, "WHAT is going on here?!"

"_**Must be our OTHER uninvited guests." **_Goblin smiles, having anticipated his enemies to raid his underground sooner or later.

A third explosion sounds and multiple Goblin Soliders come running around the corner, some firing at unknown enemy. Spider-Man suddenly kicks them down as the rest of the heroes run around the corner, much to Roman's annoyance and Goblin's happiness. Ruby decides to take this moment to try and escape. She jumps off a Hunter before it could fire and then flees towards her friends.

"Somebody kill her!" Torchwick shouts, glaring at his arch-nemesis.

He and other soliders were about to fire, until Goblin raises his palm to gesture them to stop, _**"No. Let her go. She can't run away from fate. Attach this cart and spread the word: We're starting the train. The experiment begins!" **_He chuckles as he walks away with Goblin Knight, _**"Now, it is time for me to take care of Ironwood and Cinder once and for all! NO ONE WILL SURVIVE THE GOBLIN'S WRATH!"**_

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown**

Ruby continues to flee but screeches to a halt as she realizes she's running towards a group of Cyber Goblins. Before they fire, a huge explosion appears behind them, sending them flying into pieces and revealing Yang behind them.

"Ruby!" She shouts, as her sister jumps into her arms.

"Are you okay?" Weiss asks her partner.

"I'm fine! I'm fine! But listen…" Ruby jumps down to explain Goblin's plan. "Goblin's got all kinds of weapons and robots down there. He turned Torchwick into a Goblin Knight!"

"Torchwick's a _goblin_ now? Ain't that terrific?" Spidey quipped.

"What?!" Blake remarks while handing Ruby her weapon.

"Androids, mechs, they're all loaded up on the train cars! I saw him teleport his giant Goblin Mech to a pocket dimension!" Ruby informed.

"He must've rebuilt his Convergence Device. Un-good." Spidey quipped.

"Ahhhh, that's ridiculous." Oobleck responded. "Not the different dimension stuff, but the trains! These tunnels are sealed. The tracks lead to a dead-end."

'_All aboard the Goblin Train! Get to your places, we are leaving now!' _A Goblin Thug announces across the speaker system, as the train starts moving towards the tunnels.

"Well, it sounds like they're going _somewhere_." Yang quipped.

"We need to find Goblin." Blake suggested.

"Find him…Sure that sounds like a _great _idea." Spidey quips sarcastically, annoying the faunus. "How come nobody ever says, 'Hey Spidey, I think going after the crazy genetically enhanced madman and his interdimensional army is a BAD idea. Let's wait for help'?"

"Spidey's right." Ruby agreed, even though he was joking.

"I am?"

"We need backup. Let me call Jaune." Ruby takes out her Scroll to make a call, but her phone flashes 'low signal' still. "I can't get through!"

"We ARE how many feet underground?" Peter quipped.

"So, what do we do?" Weiss asked.

"I believe we only have one option…" Oobleck remarked, as Ruby turns around facing the runaway train.

"We're stopping that train!" She declared.

**BGM End**

* * *

**With the Goblin Nation…**

**BGM-RWBY OST-No Brakes**

The Goblin Train rushes through a tunnel, loaded with mechs and Spider-Slayers. A goblin thug standing on the train hears a noise and looks outside the train to see rose petals. He brings out a communication device to speak through, "I think they're on the-." until his mouth was webbed and falls down as Oobleck hits him in the head with his weapon.

The Goblin Knight is in the front of the train as a goon rushes in informing him, "Sir! They made it on the train!"

Roman sighs and orders, "Then grab some cargo and get them off the train!" The solider nods and leaves to follow his orders. "Man, goblin animals, every one of 'em." He insults the goblinfied faunus, before awkwardly looking at another goblinfied faunus sitting next to him, "Not you though, you're, heh…you're great."

* * *

**With the heroes…**

They find themselves standing on top of the train as Oobleck gives out their objective, "Hurry, children! We must get to the front and stop this train!"

"Easy peasy." Spidey quipped.

"Seriously?!" Blake turns to the jokester.

"Wouldn't be the first time I stopped a runaway train." He stated.

"Err…Professor?" Weiss speaks.

"Doctor…"

"What's that?" The heiress points down a hatch into the train that's containing a dangerous device.

Oobleck kneels down to take a look, recognizing what that device could be, "That, my dear…appears to be a bomb." He answers casually, causing the girls to cringe away from the hatch.

"And that's bad, right?" Spidey joked.

"Very."

"Good to know."

"We've got baddies!" Ruby points forward on the train, spotting dozens of War Goblins climbing onto the top of the train.

"Well, I didn't expect them to go-." Oobleck stops talking when he heard the bomb start being and charging up underneath them, "-easy on us." He stands up. "Time to go!" As the team start running away, Oobleck stops Blake for a second, "Blake! Detach the caboose! It will kill us all!"

"On it." She jumps down onto the connectors and gets ready to cut the connection, but as she does, the connection comes loose on its own, "Huh?" She looks up at Oobleck, "It decoupled itself!"

"What?!"

"I guess he _really _doesn't want us on this train." Yang quipped.

As Oobleck looks back at the detached cart, it explodes in the tunnel, "That's not good…"

"Err, neither is this!" Ruby stands next to another open hatch, pointing to another bomb.

"Another bomb?!" Blake remarks in shock.

Oobleck looks around and runs to the next train car, "No. No. No." He opens the hatch and looks in, then yells back to the team, "They ALL have bombs!"

"Could've told ya that with my Spider-Sense, doc!" Spidey quipped.

The bomb under Team RWBYP charges up and starts beeping and the cart they're on detaches itself, forcing Team RWBY to run to the next cart. "This doesn't make sense!" Yang commented.

"NOTHING with Goblin makes sense!" Spidey remarks, as they see more War Goblins, Cyber Goblins, and Spider-Slayers climbing the train to confront them.

"Get the humans!" A War Goblin shouted.

"Can't we all just get along?" Spidey jokes, as the team and Zwei charge forward and stop side-by-side in battle-ready poses.

A War Goblin runs forward and attempts to kick Yang, but Yang kicks his leg to the side with enough force to throw him off balance. While his foot is still in the air, she spins around, lowering herself to the ground, and sweeps his other foot from under him. As he falls, turning upside down in mid-air, Yang stands back up and winks before punching him in the face hard enough to send him through the car's roof hatch.

Blake charges forward, swinging sheathed Gambol Shroud at the War Goblins, first to her right, then left, then right again, knocking down four members. She stops next to another member, placing Gambol Shroud on her back as she does so, before unsheathing its katana and slashing diagonally downward at the member's abdomin. As he falls off the train, Blake turns her attention to the three members surrounding her. She slashes diagonally upward at the first and diagonally downward in almost a complete circle at the second, knocking both off the train. She then turns to the third and slams her fingers against his mask, stunning him, before uppercutting him just before the train passes under a bridge, which knocks him off the train.

Weiss gets a running start before using a glyph to send herself skating forward, while using Dust to trail giant ice crystals behind her. The ice crystals appear to jut toward the edges of the train, pushing organic and robot members off as she passes by. At the end of her speed boost, she swings Myrtenaster at a Cyber Goblin to her right. When she comes to a stop, she begins twirling around and swinging Myrtenaster as she makes her way past more thugs, cutting each of them down with ease.

With a smile on her face, Ruby positions Crescent Rose behind her and fires a shot, propelling herself forward with a blast that takes on the form of rose petals. Her smile changes to a determined look as she flies through the air, and she tilts her scythe until the blade bumps against a train car's roof, which pulls the blade completely backward until it is straight. She then plants her feet on a train car and hits a War Goblin off the train with Crescent Rose's pole.

The blade shifts back into its normal position immediately afterward, and Ruby fires another bullet, the blast, once again made of rose petals, knocking two members off the train. Ruby then swings Crescent Rose while leaping and turning in mid-air, hitting four White Fang members into the air with the back of the scythe's pole. More thugs and rose petals fly through the air, as Ruby continually performs spinning jumps while hitting members into the air with the front of her scythe's pole, the blade slashing through the train cars' roofs. She finally comes to a stop after all of the thugs near her have been hit.

"So does your 'team' have a nickname? How about the Punching Bags?" Spidey quips, pulling himself forward using a web zipline, knocking down all enemies in his path. He flies into a blurry assault with lightning-fast punches and kicks on the thugs, before creating two web hammers as he hops and flails them around to scatter the incoming Hunters. His Spider-Sense warns him to dodge a laser shot fired from a Spider-Slayer as its joined by a few more to attack Spider-Man. "Sorry, Spider-Slayers. You were designed to fight the _old _me. This _new _Spidey is a lot _stronger _and _faster_." He uses his new speed to appear as a blur, distracting the slayers with afterimages before destroying each of them with one punch thanks to his augmented strength, "I have night vision. Can control spiders. Shoot organic webbing, which is admittedly disgusting. And have razor sharp stingers like I'm the Spider-Wolverine." He unsheathes his new stingers and fiercely slashes more slayers to pieces quite easily, "How do you like this spider now?!" He swiftly spin-jumps into the air, using his organic webbing to construct a large web ball that he fiercely slams down on a group of War Goblins, knocking all of them off the train.

Oobleck turns around and watches the detached train car explode. Only this time it creates a hole allowing multiple types of Grimm to emerge. "Oh…dear…" He comments, watching the horde of Grimm advancing quickly toward the runaway train. "He's leading Grimm to the city!" He told the students.

"What?" Weiss retorts in surprise.

"It's the cars! They detach and explode, creating openings for the Grimm!" Oobleck deduced.

"That's insane!" Blake remarks, as another train car detaches itself.

"_**Insanity is just a matter of…perspective." **_The heroes turn around to see the Goblin King riding his Goblin Glider as he hovers over the train menacingly, _**"I call it genius, but I wouldn't expect you to understand, kitty." **_He smiles before laughing.

"Goblin!" Spidey confronts his nemesis with a glare.

Goblin returns with a curious stare at Peter's lenses, smiling as he senses something different about him, _**"Hmm. I see a new clarity in your eyes. Your power no longer troubles you." **_He sensed that Spidey has conquered and embraced The Other inside him.

"Too bad for you! I'm not the same Spider-Man that I was before! I'm a WHOLE new man and spider that's finally gonna take you down!" Spidey quips, as his lenses glow blue with the power of The Other.

"_**Spider-Man…That look in your eyes makes me think you might be ready to face me. But I have some new and improved FRIENDS I want you to meet." **_Goblin grins evilly, as several War Goblins riding their own gliders join their liege by his side, _**"My newest strand of the ISO-Oz Compound allows me to CONTROL those who have been 'infected'. DESTROY THEM, MY CHILDREN!" **_He chuckles, before breaking out into a mad cackle while mind-controlling his own henchmen.

"Is there an echo in here, or are there a bunch of psychos out to get me again?" Spidey quips, jumping into the air to fight the henchmen.

"We have to hurry! Spider-Man, take care of those gliders!" Oobleck turns to Weiss, Blake, and Yang, "You three! Go below and try to stop those bombs!"

"What about us?" Ruby asked.

"We're going to stop this train." Oobleck states while standing determinedly.

"Yeah, I know. I said that earlier." Ruby remarks casually, making him lose face.

"_**I'd like to see you try." **_A cackling Goblin throws fireballs at the group, as they run forward avoiding them.

As the train continues towards it destination, War Goblins start piloting multiple Goblin Paladins and jump to the top of the train to confront the running combo of Ruby, Zwei, and Oobleck. "Up ahead!" Oobleck shouts, noticing a Paladin charging towards them, "We got a problem!"

Oobleck takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks, prompting he's ready for an attack. The corgi leaps into the air and curls into a ball as Oobleck pulls his weapon back, and with a powerful swing of his fire-tipped bat, Oobleck sends Zwei, now on fire, toward the Paladin. The mech fires several bullets and is quickly knocked into the air by the flaming dog.

Zwei lands on the roof and victoriously watches as the Paladin falls and is sent tumbling across the ground beside the train, eventually exploding from the abuse it takes. He then watches Ruby and Oobleck run toward him, while wagging his tail, but his attention is soon drawn by another Paladin walking behind him. The Paladin shifts its arms into guns, but before it can shoot, several jets of swirling flame are sent toward it by Oobleck. The flames converge on each other, turning into one massive spiral of flame upon impact with the Paladin. Oobleck then leaps forward, spinning in the air and sending an arc of fire at the mech. The resulting explosion knocks the Paladin off the train and into a wall.

* * *

**Inside the Goblin Train…**

Down below, Yang, Weiss, and Blake enter the train car. "I guess this is what we trained for." Yang said.

Weiss reaches into her pouch and gives Blake a magazine filled with Dust vials, "Here, this should help you."

Blake slides the mag into Gambol Shroud, and then the three of them charge forward. Suddenly, the goblinfied Neopolitan, now known as Menace, drops from the ceiling and blocks their path. "You two go ahead. This one's _mine_." Yang tells her teammates that she wants a piece of Neo as revenge for helping Torchwick escape last time.

As Blake and Weiss run past Neo, Yang unleashes a shot from Ember Celica, prompting Neo to flip backwards so as to avoid the blast, landing in a crouch. Yang proceeds to walk up to Neo as she stands up, where the two stare at one another, Neo with a smile and Yang with a frown. Yang tightens her fist, and throws a simple forward punch towards Neo's face, which is deflected with a white flash of unknown origin from Neo, causing Yang to stumble back. Neo opens her umbrella, and the fight truly begins.

Yang dashes forwards, unleashing a flurry of several punches, resetting each time instead of redirecting her blows, as Menace simply dodges each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style. With every unsuccessful punch, elbow, and kick, Yang continues moving forward as her last three blows bring her to a knee, where she attempts a roundhouse kick, allowing Neo to deliver a spinning hook kick, knocking Yang to the ground, the former's guard completely open on the left side.

While on the ground, Yang growls in anger, to which Neo responds by performing a drop kick. However, Yang dodges by rolling away, and subsequently springing up to attack once again.

Neo counters through a pull in redirection of force technique, pulling Yang's arm in with her own left arm, and performing a well-executed ax kick to hit Yang on the chin, before kicking Yang in the stomach with a perfect side kick. Neo then begins pushing Yang back via her umbrella, now on the offensive, as Yang tries to counter her movements with Ember Celica. Neo is able to effortlessly push Yang back against a wall, until the latter shoots a blast directly towards the former's feet. Neo, however, backflips effortlessly, and she lands perfectly on a metal container, before sitting, awaiting Yang's next attack.

* * *

**With Blake and Weiss…**

In the next train car, Blake and Weiss are seen running, and then look at each other when they hear the sound of a revving up ahead. It's an Elite War Goblin dragging a chainsaw along the floor. "You go on ahead!" Weiss tells her teammate, planning to fight this guy alone.

"Got it!" Blake responded.

The Elite chuckles menacingly as he holds up his chainsaw. The two Huntresses-in-training charge forward, with Blake deflecting an attack as Weiss flips backward. Weiss delivers multiple strikes at the Elite, knocking him down. She then smiles at Blake as she proceeds to the next car. The Elite gets back up, again chuckling menacingly. "Finally, I get to kill a Schnee…" He confronts her, as the heiress holds up Myrtenaster en garde.

* * *

**With Blake…**

In the next train car, the Faunus stops and grits her teeth when she's greeted by a familiar, yet unfamiliar foe in the form of the mutated Torchwick. "Hello, kitty cat. You miss me? You know, we really gotta stop meeting like this. People are gonna talk…" He taunts her.

A scowling Blake charges forward to attack, feinting and using her Semblance combined with dust to create a fiery shadow of herself. Goblin Knight strikes it and it explodes, propelling him into the air. Blake jumps up and delivers some midair strikes to knock him down, then lands in a fighting stance.

Torchwick throws a pumpkin bomb, as Blake uses Dust to create a stone shadow of herself to take the blow. She leaps overhead and prepares to strike, only to feint again and create another shadow of herself with her Semblance. Roman blocks a flurry of attacks from Blake and tries to strike her with an overhead blow, but she dodges back and creates a frozen shadow that traps his weapon. As he's about to ignite it, Blake performs a vertical slash that sends a shockwave down the train car, destroying the ice sculpture and knocking Roman into the door where he drops his weapon.

As Torchwick attempts to get back up, Blake steps on his chest and points her sword at his throat. He chuckles nervously, "Why are we fighting? I saw you at the rally. We're on the same side, and you know it." He said with a dramatic change in tone.

* * *

**Meanwhile with Weiss…**

The Elite runs towards Weiss as she raises her weapon defensively before using Myrtenaster to draw a pale blue circle in the air, forming a force-field. Cyan shockwaves radiate from the center of the force-field as the Elite tries, in vain, to saw through it. Weiss then knocks him back with a slash from her weapon. The Elite attempts another overhead swipe, but Weiss points her weapon downwards and lets the chainsaw simply run down the side of it, creating sparks but missing her completely. She then spins and slashes him again, knocking him back. She flips gracefully over him, slashing at his head and landing on the other side of him.

He gets up and spins around, viciously swiping towards her sideways with the chainsaw. She acrobatically lowers her body underneath it, dodging the blow and backflipping out of range before attacking in a series of slashes and stabs that throw him into the air and back onto the ground. She flips over him, facing him from another angle.

Rising from the ground, the Elite slashes at her, but she ducks out of the way. After attempting another overhead slash, which she dodges again, he manages to briefly knock her back after the two weapons clash. However, his subsequent kick towards her meets only a pile of boxes, as she leaps onto the ceiling. She spirals downwards with her weapon outstretched, but he steps out of the way. She lands, before getting up, deflecting one of his attacks, performing a backflip and countering with a stab of her own, which sends him flying backwards. As he stands back on his feet, Weiss holds Myrtenaster in front of her and concentrates, mixing yellow Dust with a glyph to create a haste glyph beneath herself. Utilizing her speed powerup, Weiss charges forward and creates a series of glyphs that surround the Elite. She leaps and begins ricocheting off each of the glyphs, slashing him extremely quickly each time she passes him, knocking him to the ground.

Creating another glyph, Weiss attempts to stab him where he lies, but the Lieutenant rolls backwards, preventing her from doing so. She jumps in the air in order to attack him again, but he yells, "C'mere, princess!" and grabs her face before brutally raising her above his head and slamming her into the ground, causing debris to be flung around. He then throws her into the air and slashes at her with his chainsaw.

* * *

**Meanwhile with Yang…**

As Yang approaches her, the goblinfied Neo smiles, taunting her, before Yang unleashes another attack. Neo counters, and begins kicking Yang back. Yang unleashes another blast from Ember, which Neo blocks. The two spar briefly, hand to hand, before Yang grabs Neo's foot, and pulls her closer to throw her, only for Neo to perfectly counter, before grappling Yang and using her momentum to throw her into the ceiling, knocking her unconscious.

* * *

**Meanwhile with Blake…**

Roman grunts as she points her blade at his throat, "Oh, still feisty. Soooo, what are we gonna do now? You think a little bow on top is gonna make people forget who you were? What you've done...?"

As she grits her teeth at his words, Blake hears the door from the previous train car open behind her. An unconscious Weiss is thrown to the floor, with the Elite emerging from the doorway, holding his chainsaw.

"So what's it gonna be, Blake?" Torchwick taunts her.

She sheaths Gambol Shroud and kicks Roman in the face, knocking him unconscious. Blake goes over to Weiss' aid, and flees immediately before the Elite can reach them.

* * *

**Meanwhile with Yang…**

Menace slowly approaches the unconscious hero, pulling out a small, cylindrical blade from her umbrella. As Neo raises the blade, ready to kill Yang, Raven suddenly drops into the car from a portal. Raven charges toward her and swings her sword, Neo moves away, just barely managing to dodge the strike. Right when Neo stops, the masked woman spins around and slashes her across the abdomen before she can block, knocking her back. Raven sheathes her sword and changes her blade in her sheath's revolving chamber. When the woman draws her sword again, the blade telescopes, becoming even longer than the blade she had just used on Neo. Upon realizing how dangerous the situation had become, Neo seemingly teleports away.

Raven looks down at her still unconscious daughter, and slashes her sword to the side, opening an eerie red portal. She walks away from Yang and into the portal. At that moment, Yang regains some consciousness and slowly gets back up. As she opens her eyes again, she gets a brief glimpse at her mother before the she disappears. Yang rubs her head, still reeling after just regaining consciousness, before standing up and leaving the scene.

* * *

**Meanwhile with Ruby and Oobleck…**

The doctor dodges a couple swipes from the Goblin Paladin, and then runs to the top of its head, and shoots it in its engine before jumping back down. Ruby twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train. The both of them switch positions. "Ruby! You go on ahead!" Oobleck orders his student.

"But-!"

"Don't worry, Ruby. It's time… I teach them a lesson..." The doctor goes to take on two oncoming Paladins. Before she leaves, Ruby notices the saddened Zwei looking up at her. She smiles and motions for him to go join his new friend.

"Go."

With that, Zwei expression changes dramatically and barks happily before running off to fight alongside the Doctor. Ruby hurries to the front of the train. The remaining members of Team RWBY reemerge from the train cars to rejoin their leader.

"Where's Spider-Man?" Weiss asks her friends.

Before they search for him, the girls spot the flying War Goblins get knocked off their gliders as Spider-Man lands in a heroic pose in front of his teammates. "Bad kids…luckily I was here to put them in their place…little dizzy here." He jokes.

The whole team hears fists pounding and cracking together as they look up to see the grinning Goblin King staring and hovering above them on his glider. "Hey, Gobs. Don't suppose we can take a time out or press the pause button or something…my thumb is getting tired." Spidey quips to his nemesis.

"_**The fun is only just beginning, Parker." **_Goblin grinned maliciously. _**"You killed my old family, you annoying pest. And now my new family is gonna return the favor a THOUSAND times over!" **_He cackles maniacally, riding his glider through the air as he flies into a dimensional portal he opened.

Spidey and Ruby look on worriedly as they realize the train is on a collision course with a thick concrete wall. "What do we do?" Blake asks her leaders. Ruby and Weiss smile at each other, and the latter forms an ice shield to protect her teammates, bracing themselves for the impending crash and the following explosion.

**BGM End**

* * *

**City of Vale**

**BGM-Captain America Civil War OST-Making Amends**

Luckily, the team managed to survive the crash as Spider-Man shakes his head and slowly regains his vision. "Ah man…What's that noise…?" He hears the sound of an emergency alarm blaring. Slowly turning his head, he spots the semi-unconscious Ruby next to him, "Rubes…you alright?" He asks her.

"Uhhh…Think so." Ruby weakly responded.

Spidey turns his head to the lower right and sees Blake and Yang slowly getting back up, with the blonde coughing as the dust settles. He turns his head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her leaders signaling she's okay. The two leaders sit back up and then notice, much to their chagrin, they have returned to the central part of Vale, and multiple civilians in the area notice them among the debris. Spider-Sense tingles like crazy as Peter hears the sound of low rumbles and growls from behind him. Suddenly, a giant King Taijitu emerges from the hole, and multiple Grimm start pouring into Vale. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBY and Spider-Man can do is watch in horror.

This amount of chaos and destruction was enough to light a spark inside Spider-Man's soul, as the determined webhead calmly walks forward, away from his teammates as he approaches a Grimm horde rampaging towards him. As he continues to calmly approach the rampaging Grimm, he tugs the strap on his backpack. Suddenly, the backpack morphs all around his body, equipping him in a red and gold suit of hi-tech armor that silently amaze Team RWBY. He swiftly summons his four spider-legs while simultaneously activating his Perfected X-Aura, charging up repulsor energy in his palms and waldoes, then fires and converges all shots in a singular spot to unleash one gigantic, devastatingly powerful beam that blasts through a street and utterly annihilates the Grimm horde that was in his way, leaving Team RWBY utterly speechless of the power of his hi-tech suit.

"**Let's go." **Spider-Man declares war against the Grimm, standing in a badass firing pose with his waldoes, powered up with his blue X-Aura while equipped in the Iron Spider Armor.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: The Iron Spider Armor makes its grand return as its power will be needed in this multi-part finale. Just exactly what is Goblin planning to accomplish? Keep reading and find out.**

**Jufesocar: The Other was trying to erase Peter's mind to take over his body, not torture him. And Peter has come to accept the mystical side of his powers after that ordeal.**

**ssjmichael26: You're comparing "Comic Book" Spider-Man with "United Heroes" Spider-Man. This series' Spider-Man is a "modern" take on the character that takes inspiration from the TV shows and games, while the character from the early issues of the comic was from decades ago with outdated writing. These are two separate characters written from two different time periods. Realistically, having being Spider-Man for two years is enough for Peter to grow as a character and show more confidence, especially when characters like Flash have become nicer to him. And about Goblin, even if he doesn't hate, he's not someone you can **_**easily**_** forgive after killing his girlfriend, harmed his friends and family for years and started a Dark Reign.**

**Nexus240: The battle between Spider-Man and The Other was mainly inspired by the fight between Hulk and Devil Hulk from the video game, "The Incredible Hulk: Ultimate Destruction". It's pretty obvious from the dialogue alone.**

**Next time: Breach**

**New Character Descriptions:**

**Goblin Nation**

Current Members:

Goblin King (Norman Osborn): Leader

Goblin Knight (Roman Torchwick): Lieutenant

Menace (Neopolitan): Lieutenant

War Goblins: mutated soliders armed hi-tech, Goblin weaponary like Goblin Gliders and Pumpkin Bombs

Cyber Goblins (also known as Goblin Droids): powerful black-and-green androids that possess energy blades and laser cannons

Hunter Killers: Small, flying humanoid robots that are equipped with laser guns and mini rockets

Spider-Slayers: humanoid robots primarily designed to kill Spider-Man

Oz Grimm: Green-colored Grimm that are controlled by Goblin King

Transportation:

Hellcarrier: Goblin King's main flying fortress

Goblin Ships: Interdimensional warships used by the Goblin Nation

Skysharks: Private jets used by the Goblin Nation

Description: The Goblin Nation is a group of organized crime composed of Goblin-themed villains led by the Goblin King against their arch-nemesis Spider-Man. Using ISO-8, they have secretly conquered alternate dimensions, recruiting more men and harvesting more ISO-8 to gain more power. The Goblin King plans to crush the heroes of both universes and remake the universe in his image.

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	48. Vol 2 Issue 19: Battle of Vale (Part 2)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Thanks to my new powers, we found Goblin has been hiding underneath Mt. Glenn ready to invade the city by blowing up the tunnels and unleashing Grimm. Me and my friends did our best to stop him, but we were too late, and now Grimm are rampaging everywhere. Never fear, ladies and gents! Your friendly neighborhood, fully tech-out Iron Spider is on the job! Time to save the day!**

**BGM End**

* * *

_Vol 2 Issue 19: Battle of Vale (Part 2) – Dimensional Breach_

**Beacon Academy (Last Night)**

Inside Team JNPR's room, Jaune is sleeping through the night in his pajamas while talking in his sleep, "Mm, waffles…" until he was suddenly woken up to the ringtone of his Scroll as Ruby tries to call him. "Hello?" He answers the call, only to hear noise for six seconds from the other end before the call ends, "Uh, Ruby?"

* * *

**Beacon Academy (Present Day)**

"I'm sure they're fine." Pyrrha assures her leader, as the team walks at dawn towards their Bullhead.

"You think? What if Peter turned into that 'spider-monster' again?" Jaune remarks worriedly.

"Probably a butt dial…" Nora quipped.

"Team RWBYP has always performed exceptionally in the field, and we should have faith that Peter achieved control over The Other." Ren assures his leader of their friends' safety, "We should be focusing on our own mission."

"We're gonna be deputies!" Nora said excitedly to her partner.

"I just got this…feeling. I don't know." Jaune says looking glum, getting the feeling that something bad is gonna happen soon.

"Jaune…" Pyrrha stares at him worriedly, wanting to assure him that everything is gonna be okay.

Suddenly, alarms ring out from both the city and the academy as they see the city up in smoke caused by the Grimm breaching the city. This is the bad feeling that Jaune had as he quickly takes command of his team, "We're changing our mission. Everyone on board!" As the team heads toward their Bullhead, Jaune does a headcount before briefly talking to Ren, "Ren, we'll make it to that village another time." They enter the jet as Jaune tells the pilot, "Take us into the city!"

As the Bullhead takes off, Cinder's team watches nearby as they realize something has gone with their evil breach plan. "You don't think…" Emerald believed.

"Sure looks like it." Mercury confirmed.

"That's still days away!" Emerald replied, unaware their plan has been compromised by the Goblin Nation.

"So, what do we do?" Mercury asks his boss, who ponders for a moment of her final decision.

* * *

**Meanwhile in the city…**

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Black Suit)**

A massive King Taijitu unleashes a mighty roar, before it was blasted away by the repulsor blasts from the armored Iron Spider. **"Hey, you're making a mess here." **Spidey jokes, as he and Team RWBY found themselves surrounded in the middle of the pavilion by Beowolves, Ursai, and the knocked out King Taijitu.

"Why didn't you tell us your backpack was a hi-tech suit of armor?!" Weiss asks the armored webhead for keeping that useful secret.

"**Cool, right?" **Spidey quipped.

"Absolutely!" Ruby responded in joyful amazement of the Iron Spider Armor.

"Would've been cooler if you used it earlier on the train." Weiss retorted.

"**You never asked." **Spidey quips, purposely angering the heiress.

The King Taijitu recovers from the repulsor blast as it unleashes another angry roar, signaling the Grimm to attack. Quickly springing into action, the team began making short work of the assembled lower-level Grimm. Ruby embeds her scythe into the ground and uses it as support to kick away at the Grimm around her. Yang uses a Creep as a springboard to jump high into the air and bombard the Grimm with her gauntlets until she is brought down by three small Nevermores. Blake dodges a swipe from a Beowolf and kills it by stabbing it in the head, then proceeds to shoot the Creeps that are charging at her with her weapon in pistol mode. Weiss kills three Beowolves with Myrtenaster and kills a few other Grimm with a giant ice sword she conjured.

"**If Goblin can build Spider-Slayers, then my armor is the Grimm Slayer!" **Iron Spider flies through a horde of Grimm as he spin-kicks extremely fast, turning himself into a makeshift cyclone as he tears through Beowolves like they were nothing, **"Woohoo, look at me go! You'd never see this much action on a cartoon!" **He spin-kicks a car to crash onto some Creeps, then webs the car before throwing it more Grimm. A Beowolf tries to lunge at the flying arachnid, but he quickly elbows the creature back to the ground as he himself lands in the middle of a crowd. The webslinger stands in place while moving in circles at top speed, spraying his webbing on every Grimm he spots before blitzing all of them with lightning-fast attacks, **"YEEHAAAAAAW!" **He then jumps to the air while charging up his gauntlet with repulsor energy, **"Can't slow Spidey down!" **He quips before smashing the ground with his charged fist, unleashing a powerful shockwave that scatters most of the creatures to oblivion.

**BGM End**

**BGM-Mega Man X8 OST-Boss Confrontation Demo 3**

Before the heroes could continue their assault on the remaining Grimm, Peter's Spider-Sense alerts him to a familiar presence followed by their insane laughter, "AHAHAHAHAHA!" Smashing himself from beneath the earth is the corrupted Goblin Knight, using his wings to fly around before hovering above the heroes while equipped with his flaming sword.

"Torchwick?! You're still alive?!" Blake recognized him.

"Did you _really _think a kick in the head and a train crash could finish me? I've become the Goblin Knight! I am invincible!" Torchwick proclaimed.

"That means we still have a chance to bring you to justice." Ruby stated.

Torchwick chuckles sinisterly, "Don't you ever get tired of the whole 'justice' thing?"

"**Don't **_**you **_**ever get tired of being Osborn's lab dog?" **Spidey mocks him.

"The four kingdoms…the Dust…the Grimm…space itself…The power of the ISO-8 – the most powerful byproduct of this ENTIRE universe – is OURS! How can you still be concerned with justice when the world is on the verge of destruction?" Torchwick asks with a malevolent grin.

"**Quite simple. Think it's time I dispense a little justice **_**your**_** way before we go after Goblin!" **Spidey quips, flying to the air to confront the Goblin Knight to a one-on-one showdown.

**BGM-Spider-Man: Web of Shadows OST-Boss**

"You won't beat me this time, wallcrawler! Sooner or later, you and the rest of the world will fall before the Goblin Nation!" Torchwick flies at Spider-Man with his flaming sword, trying to slash him but miss when the hero dodges his attack.

"**Spoken like a true goblin. I sense hostility. Go with your feelings." **Spidey jokes, firing some repulsor blasts that the criminal dodges with his wings for a moment, before deflecting the rest with his sword.

"I cannot wait to finally destroy you! After all these months, prepare to receive harsh punishment!" Torchwick throws some pumpkin bombs that the webslinger dodges in the sky.

"**Just because you drank some Mountain Dew and got a cool-looking armor, doesn't mean you are a match for-." **Spidey shuts up, as he was suddenly kicked to the chest so hard and fast, he was sent crashing through a building that collapses on him. After a quick moment, a repulsor blasts off the rubble as Spider-Man shakes his head while standing, **"Me." **He hears Torchwick laughing before flying off through the sky, **"Hey, don't you fly away while I'm taunting you." **He jokingly shakes his fist, reactivating his jet boots to chase down the corrupted criminal.

Meanwhile with Team RWBY, Yang just sent a car flying towards a few Grimm while Ruby kills two in front of the King Taijitu. She notices the King Taijitu ready for an attack, until she also sees Nora flying on her hammer towards the monster, "NORA SMASH!" she slams her hammer on the head and kills the beast.

Heralded by Nora's dynamic entry, the rest of Team JNPR join the battle. "Let's move!" Pyrrha shouts, as everyone but the sighing Jaune charge into battle.

"Smack!" Nora bats a Creep away while Ren strikes two more, before moving on to slash at a Beowolf.

"Okay, who's first?" Jaune turns around to notice a giant Ursa standing behind him. Pyrrha is fighting several Grimm nearby. Impaling a Beowolf, and then a Creep before seeing the Ursa advance on Jaune. Behind him Weiss and Blake are fighting more Grimm. "Oh-oh-okay, you're first, huh? Okay, no, that's fine. Totally fine, done this before, done this before..." With a mighty scream, Jaune slashes the Ursa several times before it falls. Pyrrha smiles, as she notices his fighting skills have improved.

A few feet from the fallen Ursa, Sun and Neptune arrive, flashing their badges. "Nobody move! Junior detectives!" Sun said.

"We have badges so you know it's official!" Neptune said, fist-bumping his friend.

Those two are immediately upstaged by a fleet coming from the Atlesian Military, consisting of dropships deploying Atlesian Knight-200 units and the flagship of James Ironwood. Sun and Neptune react in awe of the fleet as Sun drops his badge to the floor. As Team RWBY looks up in the sky, an Ursa takes the opportunity to attack Ruby from behind. However, it is gunned down by a dropship's machine gun. As the robotic Knights deploy, they start gunning down the Grimm. Two of the Knights are stampeded on by a Boarbatusk, but a separate group of three Knights fire on an Ursa and another Ursa has fallen from a Knight's punch. Cinder nods her head, signaling Mercury and Emerald to attack the Grimm as she walks off. As an Ursa receives the business end of Talaria, at least half a dozen assorted Grimm stand in front of Emerald, who draws Thief's Respite from their holsters, revealing them to be dual pistols. The Grimm pack learn this the hard way as she opens fire and all but a single Ursa fall to a barrage of laser shots while charging at Emerald. Emerald quickly transforms her pistols into kopis blades, flipping and slashing at the rampaging Ursa to kill it. As more Knights subdue Grimm, out of the opening comes Zwei, followed by Dr. Oobleck in a damaged Goblin Paladin. The dog jumping off to headbutt a Beowolf.

Meanwhile in the sky, Goblin Knight hurls several pumpkin bombs down at Spider-Man, who quickly swerves away from the incoming explosions as he flies towards the criminal, **"Give it up, Torch. Military's here and the Grimm are falling." **

"Am I supposed to be worried?" Torchwick grins creepily, taking out a green ISO-8 crystal and absorb it's cosmic energy to boost his power tremendously, granting him a powerful green aura and dashes at the webslinger with his flaming sword. Spidey unveils his energy blades from his gauntlets, and the two lock blades in the sky as their collision emits a shockwave. "The military doesn't have what we have! This entire dimension will fall, as so will you!" Torchwick clashes his sword with Spidey's for a little bit until he gains the upper hand and knocks him back a bit.

"**Goblin's controlling you! His formula has warped your mind! Even a criminal like you shouldn't wish the destruction of an entire dimension!" **Spidey sheathes back his blades, firing a powerful repulsor blast that stuns the criminal before he gets assaulted by his waldoes, **"Let me help you! I can create you a cure!"**

"Help? I don't need help!" Torchwick strikes him with his sword. "A cure? Why would I be cured of this power! I do what I do because I can't afford to lose! Cinder hired me to change the world! Goblin wants me to remake EVERYTHING! You can't stop the inevitable, Spider-Man!" He declares, throwing several razor batwings at the hero.

"**Cinder? Is she your former boss? Was she the same woman Goblin tried to kill during the Beacon Dance? What beef does he have with her?" **Spidey asks, reflecting the batwings with his webbing to hurt the criminal.

"No one threatens the Goblin King and lives to tell about it." Torchwick laughs manically before continuing his intense fight with the wallcrawler.

Meanwhile on the streets, an airship arrives, dropping off Team CFVY and Professor Peter Port. As Yatsuhashi Daichi is surrounded by a pack of Grimm, he unlimbers Fulcrum before smashing it on the ground, unleashing a shockwave that sends them flying. Velvet Scarlatina and Fox Alistair respectively kick and punch the Grimm with Fox impaling a Creep. Nearby a large spiked Ursa roars before charging them. Fox intercepts it with a kick then unleashes a combo of slashes and punches with Sharp Retribution. Knocking the Grimm skyward with an uppercut, as it descends he delivers a blow to the head with both hands that sends it flying. After landing it swells up and explodes impaling the nearby Grimm with its spikes. Coco walks forward swatting a few away with her weapon. Yatsuhashi shields Velvet before the two start advancing.

"Nice hustle, Fox. Good job." Coco gives her teammate a light pat on the butt. Fox jumps back as Coco approaches a large Beowolf, "You just destroyed my favorite clothing store." She spits. "Prepare to die."

Coco, after swatting away its right hand, kicks the Beowolf in the crotch. She, as it falls to the ground and looks at her, leans down and slams her bag onto its head. She effortlessly swats away three more Beowolves, then leaps back to avoid a Death Stalker's tail. Velvet steps forward, and moves a hand toward Anesidora about to open the box, but her leader stops her from doing so.

"Hey, come on, you just spent all the semester building that up. Don't waste it here." Coco tells her faunus friend.

Coco then transforms Gianduja into a giant minigun, and starts firing, slaughtering the advancing horde of Grimm, including a Death Stalker and three Nevermores. Port and Oobleck regroup at the opening, nodding their heads. They fire their weapons at the approaching Grimm, while Glynda Goodwitch mops up the remnants and immediately closes the opening using her Semblance.

The invading Grimm are nearly depleted, but there's still the problem of the Goblin Knight powered up with ISO-8. The corrupted criminal rains pumpkin bombs like there's no tomorrow from the sky, surprising everyone with barely enough time to dodge the explosions while he's cackling like a madman. One of the bombs nearly exploded on Ruby, until Spider-Man caught it with his web and throws it back at Torchwick as it explodes, smashing him onto a building.

"**What's the matter? Got nothing left in your bag of tricks?" **Spidey taunts him.

"Oh, I do. I saved my best trick for _last_! And it relies on the _soothing _sound of my voice!" Torchwick grinned.

"**You're gonna sing for us?" **Spidey quipped.

"Yes. I call this song the 'Lunatic Laugh', and I'm gonna play it in full blast!" Torchwick laughs aloud, louder than he has ever laughed before, as he unleashes a powerful sonic scream, "AHAHAHAHAHAHAHAHA!" His sonic scream is so powerful it shatters windows, disables nearby Knights, and causes all the heroes to scream in sheer pain as they desperately try to block out the ear-bleeding laugh.

"MY EARS!" Weiss yelled as she falls on her knees from the absolute pain.

"SOMEONE SHUT HIM UP!" Mercury screams, covering his ears.

The armored Spider-Man hovers in the air while also effected by his lunatic laugh. His head feels like it's gonna explode while desperately trying to think of a countermeasure, **"Gotta…block out…the frequency of his sonics…" **Using his armor's HUD, he was able to specifically block out the frequency of Torchwick's lunatic laugh, allowing to ignore his scream and move freely as he rockets for a surprise attack.

"Wait! How are you-?!" Torchwick gets cut off by a heavy right hook that sends him flying through the sky. He laughs again, grabbing some pumpkin bombs as he's ready to hurl them at the webslinger. Spidey flies fast and thinks fast, putting all his strength to his right fist as he delivers a powerful swing right on the criminal, knocking off his bombs while knocking out a tooth in the process, sending Torchwick to crash to the ground in total defeat.

**BGM End**

That last attack also caused Torchwick to drop his ISO-8 crystal on the floor, as the weaken criminal groans while lying on his back. "Noooo…I had the power…I can't lose here…" He slowly gets up on his knees and spots the crystal in front of him, but as he desperately crawls for it, it was blasted into pieces by a repulsor blast from Spider-Man.

"**Show's over, Torchwick." **Spidey claims as he lands between his criminal and Vale Huntsmen, **"You've completely lost your mind. All that power has gone straight to your head. Give up now and we can get you some help."**

"Spider-Man…To think my master sees a part for you in his new ideal world." Torchwick weakly replies.

"**What do you goblins see in me? Aside from getting totally embarrassed, that is…" **Spidey quipped.

"Your world…Your ideals…are incomprehensible to my master." Torchwick pants.

"It's sad how far you've fallen, Torchwick." Ruby comments with a somber look, while Spidey webs the corrupted criminal and gets ready to bring him to justice.

As Spidey grabs him and prepares to escort him to a nearby Atlesian airship, Torchwick spots Mercury and Emerald approaching them, which oddly causes him to smile eerily, "Well, well, if it isn't my old friends, Mercury and Emerald. How's _failure _been treating you? Seems that my master has ruined _all _your plans to ruin the Vytal Festival."

**BGM-Mega Man ZX OST-** **Fate - Deep-Seated Grudge (Tunes Ver.)**

"**What is he talking about?" **Spidey turns to the hidden criminal duo with suspicion.

"We don't know. You said it yourself. He's a lunatic. Nothing he says makes sense." Emerald lied to hide their motives.

"We're just students from Haven to participate and have fun in the Vytal Festival, and wreck the competition to get first place." Mercury lied.

Torchwick creepily chuckles, which gets the webhead's attention, "Don't tell me you haven't noticed anything suspicious, Bug. There's a reason why Goblin attacked Beacon that night. I've told you about Cinder. She and her two little sidekicks here were secretly infiltrating the school to gain intel, like finding that Parker kid to gather information on _you_ before they _kill_ him."

"**What?" **Spidey remarks in shock, just as shock as the rest of the Huntsmen.

"Is this true?" Yang turns to the unnerved criminal duo, as it looks like their true motives are slowly being unraveled.

"Pouring Grimm into the city was part of their original idea to ruin the Vytal Festival. They were the ones who tasked Osborn to create the Spider-Slayers when he worked under the alias as 'The Professor'. Though, it doesn't matter if you believe me or not. My master will soon bring an end to this miserable dimension." Torchwick smiles ominously.

"**And where is your 'mighty' master? Why did he hijack Cinder's little scheme?" **Spider-Man interrogates him.

"To serve as a prelude. A warm-up. This is the end of all that is, and we'll be the ones to deliver it. My master wants to give us a gift…A new universe." Torchwick says before laughing like a mental lunatic.

"**Okay, you're officially off your rocker." **Peter drops the laughing madman to the ground. **"Anyone who HASN'T lost their mind have a clue where Goblin is?" **He asks the huntsmen.

**BGM End**

Suddenly, someone starts calling Ruby through her Scroll, but as she takes it out, she receives nothing but static, "Someone's calling my Scroll, but I'm receiving static."

"Same here." Pyrrha remarks, as the rest of the huntsmen are receiving static calls at the same time.

"We all are. What's going on?" Goodwitch remarks with confusion.

"**Scanning the signal now." **Spidey uses his armor to trace the source of the mystery call. **"This signal is being broadcasted throughout every communication device on the planet. Someone must've hacked into the CCT network."**

"Who?" Jaune asked.

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3**

Then, everyone who is holding a communication device, whether they're Scrolls, TVs, hologram projectors, it doesn't matter. All the screens are suddenly replaced with the insignia of the Goblin Nation, which automatically emits a familiarly loud, creepy, and ominous laughter that can be heard from numerous locations around the world, like the kingdom of Vale _'HAHAHAHAHAHAHAHAHAHAHAHAHAHA!'_

"**Goblin." **Peter said sternly, staring at the Goblin insignia that suddenly popped up in his HUD.

'_Can you FEEL your kingdoms burning?' _The Goblin King's voice emits from every communication device on the planet, as he ominously gives a creepy message to the people of Remnant, _'While you all have been selfishly drowning in peace training your Huntsmen, we have been here. Taking your kingdoms apart. Brick by brick. Soon, all the power will be OURS. And when it is, your dimension will be DESTROYED. Everyone, and everything you have ever loved will be gone. Not even a memory. It is not a matter of IF this will happen. Only WHEN. Your huntsmen have FAILED. Your military are WEAK. Cinder Fall and her allies are JOKERS to a king. And YOU, disrespectful "Amazing" Spider-Man. YOU, I will enjoy taking down most of all. So how does it feel? HOW DOES IT FEEL? To be completely…helpless?' _He finishes with a creepy whisper.

**BGM End**

**BGM-One Piece OST-Dragon Kaido Theme**

After that frightening message was over and unleashed large amounts of negativity around the world, drawing in Grimm of various things, things suddenly got worse in Vale. The sky darkens with thunder and lightning strikes over the kingdom, as a humongous wormhole opens in the sky for everyone to see.

"Is that…?" A stunned Ruby points to the wormhole in the sky.

"_**Oh **_**no…" **Spidey's lenses widen in shock and fear, recognizing what is coming out from that wormhole judging from his tingling Spider-Sense.

That wormhole connects to another dimension, flying out from the wormhole are the limitless members of the Goblin Nation. Goblin Soliders of all types drop from the wormholes, with some piloting their new green private jets called Skysharks as they immediately start attacking the city. Next from the portal are two Goblin Ships, large and menacing interdimensional warships that are being used by the Goblin Nation to invade this dimension as they immediately go into war with the Atlesian Fleet.

Lightning continuously strikes to briefly highlight the last monster hiding within the wormhole as a menacing robotic silhouette. Cinder hides on a rooftop as she watches the claw of a powerful mech sticking out from the portal. "What is that?" She asks herself with a mix of curiosity and fear.

Slowly and intimidatingly, the humongous robot descends out from the wormhole to reveal itself as the ultimate Goblin Mech, the destroyer of dimensions. The gigantic machine crushes two buildings as it lands in front of the terrified heroes and the equally-terrified Goblin Knight. As the Goblin Mech straightens itself while standing up, the Goblin King himself can be seen standing on the head of his own death machine. He grins evilly as he looks down and glares at the heroes and the defeated Torchwick.

"_**Hey, Torchwick." **_Goblin creepily and calmly greets his lackey.

"Yes, sir…" Torchwick responds, nearly speechless as he wasn't expecting the invasion to start off this frightening.

"_**You failed to kill the brats. You're fired." **_Goblin smiles wickedly, pointing his palm towards Torchwick as he instantly unleashes a fire blast that painfully torches Torchwick alive.

"AAAAAAAAAAAAAAAHHHH!" Torchwick yells in agonizing pain.

"**TORCHWICK!" **Spidey shouted.

But it was too late to save him. Goblin has burned him to death, leaving his body lying on the ground as a roasted husk that's partially ashy. The heroes, even those in Cinder's group, were left horrified to have witness Torchwick's death right in front of their eyes as they come to the realization that Goblin is truly a heartless monster that doesn't care for his own henchmen.

"_**Bwahahaha! AHAHAHAHAHA!" **_Goblin cackles insanely after killing Torchwick, while malevolently enveloping his body in flames as he makes savage hand gestures to the sky, _**"SPIDER-MAN! HUNTSMEN! I HOPE YOU HAVE MADE PREPARTIONS FOR THE FINAL BATTLE!" **_He yells, unleashing a large flaming shockwave that's felt across downtown, _**"I DON'T CARE IF THIS BORING WORLD IS DESTROYED! LET'S START THE GREATEST WAR THIS DIMENSION HAS EVER SEEN!" **_He declared, officially starting an interdimensional war on Remnant with his Goblin Nation and is ready to obliterate it, all with a chuckling, demonic smile on his face.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: And like a true madman, Goblin has officially declared war on Remnant as the Goblin Nation launched their interdimensional invasion. Cinder's plans are effectively ruin as everyone knows who she and her team is thanks to Goblin. And Torchwick's dead, for the next few stories. **

**Jufesocar: I have expressed interest adding Agent Venom to this series, which is why I paired him up with Weiss to set up a potential future story.**

**Next time: Beginning the Goblin Festival! Heroes vs. the Ultimate Goblin Mech!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	49. Vol 2 Issue 20: Battle of Vale (Part 3)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! Goblin suddenly broadcasted his plans of dimensional destruction to the whole world. He opened a wormhole to a dimension he controls, bringing an army of goblins alongside his gigantic Goblin Mech to invade this world. Osborn…he means business this time! Heh! I'll make sure that we'll take down this piece of junk!**

**BGM End**

* * *

_Vol 2 Issue 20: Battle of Vale (Part 3) – The Goblin Festival_

**City of Vale**

**BGM-Sonic Rush OST-Anxiety**

_"**My world, Earth…and your world, Remnant. Both exist in separate dimensions." **_The grinning Goblin King stands on the head of his glorious Goblin Mech, broadcasting his foreboding speech about the multiverse to the entire world of Remnant, _**"We are born of two universes – each of them imperfect, each AFFLICTED with the cancer of barbarians. From their ruins a new universe shall be forged, in the fire of the crystals of time, and space – all worlds remade in my image, FREE from the sins of imperfection. I am the Goblin King…I am your GOD." **_Dark lightning strikes behind Goblin, as his forces continue to invade the kingdom from the large wormhole in the sky.

Standing on the streets is the Hero of Vale, Spider-Man equipped in his Iron Spider Armor, while he is joined by Teams RWBY, JNPR, and CFVY, as well as Professors Port, Oobleck, and Goodwitch. Zwei is also with them, barking to the chaos and destruction the Goblin Nation is wreaking all across the kingdom.

"**Oh boy. Either the sky just got its first case of acne, or something bad is happening…" **Spider-Man jokes, while staring at the portal that's dropping Skysharks and Goblin Ships to invade this reality.

Weiss sarcastically remarks, "Really? Gee, I hadn't noticed from the army of goblins flying out from that huge portal in the sky trying to destroy our entire world!"

Atlesian jets fly through the sky as they unload everything they got at the towering Goblin Mech, but their efforts were immediately fruitless when their attacks couldn't penetrate its invisible shield. Goblin laughs at their pathetic efforts to stop him, _**"Muhahahaha…you fools must all have a death wish? Witness this invincible battlemech, built by the hands of a king. It's power…unmatched throughout our two universes!" **_He commands his mech to point a palm at the fleet of jets, firing a large beam that easily and completely annihilates them, much to the shock of many watching.

"**Holy! That thing's bigger than Long Island and it definitely doesn't look too friendly!" **Spidey quipped.

Several Grimm drop from the portal and stand beside the Goblin Mech, completely under its control thanks to its special ability. **_"I have complete control of any machine and Grimm on Remnant now, thanks to my wondrous machine embedded with the LOVELY donation of Atlas' Dust Reactor. Observe! Look up at the sky!"_ **Goblin smiles, pointing his finger straight to space.

"The sky?" Ruby remarks curiously, as everyone in the kingdom looks up to see a gigantic holo-screen projected from the Goblin Mech broadcasting live coverage of one of his Oz Satellites in space.

_"**For a while, I have taken the liberty of occupying your planet's orbit with some of my Oz Satellites, to keep track of fools who have been naughty and who have been nice." **_Goblin cackles. _**"Let's see here." **_He changes the holo-screen to show coverage of the Amity Colosseum, the arena of the Vytal Festival tournament, currently parked near Atlas, _**"Ah, Amity Colosseum. Looks like Atlas is just about done setting it up for the Vytal Festival. It'd be QUITE a shame if it encountered a sudden 'accident'." **_

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

The Goblin King laughs loudly and manically as he commands his mech to wield control of an Oz Satellite in space. The satellite is powered by an ISO-8 crystal as it begins charging up with outworldly destructive energy. Once fully charged, the satellite unleashes a beautifully humongous beam for everyone to see as it pierces down through the sky towards Amity Colosseum. The beam hits the floating colosseum, utterly obliterating it to nothing but useless rubble followed by a massive explosion that shakes Atlas entirely.

Vale. Mistral. Atlas. Vacuo. Every civilian in each kingdom that is watching this broadcast were left utterly horrified and stunned after witnessing the complete destruction of Amity Colosseum. The Goblin King cackles madly, earning the furious attention of the heroes in Vale, _**"This is the power of the Goblin Nation! We are the only ones in every dimension that possess the power to control EVERYTHING! Don't be too sad, everyone. Even though I happily ruined the Vytal Festival, I can start a NEW one! The Vytal Festival was created to serve as a celebration of peace between the Kingdoms. Well, my new GOBLIN Festival will serve as a celebration of CHAOS for your entire world! We can start a new tournament! Right here, right now! All of YOU versus the Goblin Nation! Winner decides the fate of your entire dimension! And you fools are already off to a bad start! Might as well give up and surrender! Hold back your useless resistance and submit to the Goblin Nation! Or else your kingdoms will cease to exist! What is your answer?" **_He asks, threatening each kingdom to surrender or else they'll be destroyed.

**BGM End**

"**NO! WAY!"**

_"**Hm?" **_

**BGM-Ultimate Marvel vs. Capcom 3 OST-Character Select (Dynamic)**

The curious Goblin King looks down from his mech, as all eyes and cameras stare at the Amazing Spider-Man standing fearlessly and chuckling in front of his allies. _**"You're…Spider-Man!" **_Goblin snarled.

"**Ha! Goblin Nation? Yeah, right." **Spidey mocks his nemesis, annoying him. **"Stop acting so high and mighty. I've been kicking the green right outta ya since I was 15. You really believe an army of thugs and a giant robot is gonna make a difference. I'll show you some mad skills…just give me three minutes to bring it on!" **He quipped, which seems to have inspired each kingdom to not give up and continue fighting.

Initially annoyed by his mockery, Goblin chuckles calmly before going into a brief sinister cackle. He confronts his arch-nemesis from the top of his mech, staring at him with a grin while speaking, _**"As I had expected, you are the only one who has the guts to face me in ALL this chaos! You showed me a power unlike anything in our two universes! Now show it to me again! The power of destruction!" **_He says, wanting to confront the power of The Other again.

Team RWBY stares at Spider-Man worriedly, as they are still a little uncertain if he has truly mastered The Other. Spidey stares at his right palm stating to Goblin, **"This power isn't meant for destruction." **He glares back at Goblin while clenching his gauntlet, **"This is the power to protect those who can't protect themselves!" **He defines his new Other powers.

Goblin scoffs, **_"Those professors at Beacon failed to lecture you on the most important lesson. Power is just power! The desire for all power leads to conflict."_ **He lifts his right hand to the air, igniting it as he smirkingly clenches his flaming fist, _**"And that conflict leads to the ULTIMATE battle! Now is the time! Show me the fruits of your evolution!" **_He stands confidently atop his Goblin Mech, as it roars monstrously and enters battle mode against Spider-Man.

His allies suddenly join Spider-Man at his side, as Ruby was among the first to give a determined nod to the webhead as their way of saying they're with him to the very end. **"Showtime Goblin…" **Spidey says, sounding cool while smashing his fists together, **"Let's get this party started."** He declared.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Bring on the Bad Guys**

_"**Ready all weapons! OPEN FIRE!" **_Goblin raises his hand, commanding his Goblin Mech to unleash its barrage of pumpkin-themed rockets at the heroes, who do everything they can to dodge the numerous explosions.

"**There's only one way to go…Ready?" **Spidey asks his allies if they're ready for the fight of their life.

"Yeah!" Ruby responded determinedly.

"Ready!" Jaune responded firmly.

Spider-Man flies to the air, firing powerful repulsor blasts down on the humongous mech. On the ground, the huntsmen unload what they have to attack the lower sections of the robot. Their efforts are futile as none of their weapons are scratching his shields while Goblin mockingly laughs at them as he fires his Ion Cannons to counterattack, _**"Think fast! Think faster! Today, you are in a particularly UNFRIENDLY neighborhood, Spider-Man!" **_He laughs, firing his cannons at the flying webslinger that dodges his attacks with considerable ease, _**"Although, I will admit, you have an annoying tendency to, well…survive! The Goblin King has every contingency in place to test the utter limits of that talent!" **_He says, while watching his nemesis narrowly avoids his homing missiles, _**"Until all that remains is a red and gold stain on the pavement!" **_As the Goblin Mech manages to momentarily blast Spider-Man off the air.

"**Hmm, where have I heard that one before?" **Spidey quips, safely landing on a wall. **"Oh yeah, from every supervillain I've ever come up against." **He reactivates his jet boots before returning to battle.

_"**Then perhaps it would be more ORIGINAL if I simply remain silent while watching you EXPLODE!" **_The Goblin Mech fires another blast from its Ion Cannon that misses Spider-Man but does obliterate a building.

"**Well, would certainly qualify as refreshing." **Spidey quips, firing more repulsors that are too ineffective against his shielding.

"His defensives are too strong! We need to find a way to disable his shields!" Goodwitch informs her allies.

Spidey quickly scans the gigantic mech for any weakspots and discovers several shield generators on its back and feet. **"There're energy generators on its back and legs! Destroy those and the shields will drop!" **He flies to the back of the mech, pinpointing a generator and blasting it to pieces.

"We see 'em!" Pyrrha remarks, using her rifle to blow up a generator on the legs as the rest of the heroes focus on destroying the generators.

_"**Thanks for the massage, but I always prefer a sunbath!" **_Goblin laughs, commanding his mech to take off to the skies with its wings and opens its mouth to unleash a large firebreath that's destroying the city, forcing the heroes to run away for the moment.

Nearby on a rooftop, Cinder watches the Goblin Mech destroy everything in its path until she was quickly joined by Mercury and Emerald. "Cinder! We need to get out of here!" Emerald tells her boss.

"Covers' blown! Osborn ratted us out and ruined everything! No reason to stick around!" Mercury says, seeing no reason to stay in Vale while everything is being destroyed.

"Oh, but there are plenty of reasons to stick around!" A creepy voice suddenly enters the conversation, throwing a pumpkin bomb at the group, who jumps away in time before it exploded. Appearing from the smoke are several War Goblins riding Goblin Gliders and Cyber Goblins, commanded by their king to locate and kill Cinder's team, "Like meeting with OBLIVION!"

A War Goblin throws another bomb that was quickly avoided. Cinder summons a bow and fires an explosive arrow that kills that goblin, as her associates quickly demolish the other thugs and robots. "Boss, we found them-!" A thug contacts their king before getting impaled by Cinder's sword.

As Cinder pulls out her blade from his chest, she and her team stare in horror when they spot the gigantic Goblin Mech flying menacingly towards their position. _**"Cinder! How nice to see you again! READY TO FINISH OUR DANCE?" **_Goblin taunts her.

Before Goblin could kill Cinder's team, Spider-Man appears in the nick of time to save them, **"HOLD ON!" **He flies past them, as the criminals jump onto the webhead before they were obliterated by the Mech's firebreath.

Once they're safe, Spider-Man drops off Cinder's team on the street, who are a little surprised and confused why their enemy decided to save them. **"Are you three okay?" **He asks them.

"Y-Yeah. But, why did you save us? You just found out we're your enemies." A confused Emerald asks the hero.

"**True, but even I don't want to see my enemies toasted during the middle of an interdimensional invasion." **Spidey quipped.

"What game are you playing at, Spider?" A curious Cinder interrogates the heroic jokester.

"**The game of 'You guys help us stop Gobby before he destroys your entire dimension'. Sound fun? He did just embarrass you all on live TV. And I don't need to sense your emotions to know that you are furious and want some serious payback." **Spidey jokingly request an alliance with Cinder's team to stop Goblin.

"More than you know." Cinder mutters with a scowl. "Okay, Spider-Man. We'll accept a temporary truce." She accepts the alliance between their two groups.

"**Awesome. High-five?" **Spidey raises his palm for a high-five.

"No." She sternly declines.

"**You're at least capable destroying his shield generators?"**

"Should be child's play."

"**Sweet. Let's move, Cinderella!" **Spidey quips, flying towards the battlefield while an irritated Cinder and her team quickly join the heroes against the Goblin Mech.

While Goblin commands his soliders to fight Team JNPR and the professors, he notices Spider-Man and Cinder's team rushing towards his mech. _**"What's this? Two of my most hated enemies suddenly working together?! Now this is funny!" **_Goblin laughs, as his robot unloads a rocket barrage on Cinder's team. Mercury jumps to the air, deflecting a rocket with a kick as Emerald dodges and shoots several down. Summoning her dual-blades, Cinder deflects his rockets while running up his leg to destroy a few shield generators.

"How did you convince them to help us?" Weiss asks the webhead how he managed to convince Cinder's evil team to form an alliance against Goblin.

"**Born leader?" **He quipped.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Planet in Peril**

On a rooftop behind the Goblin Mech, Team CFVY are just about done blowing up the remaining generators on its back. With all the energy generators destroyed, the Goblin Mech is finally deprived of its shield, meaning it's vulnerable to damage. "Shields are down!" Coco informs her allies.

"**Let 'im have it!" **Spidey unsheathes his waldoes, as they and his gauntlets unleash powerful repulsor blasts alongside his allies' united assault to damage the colossal Goblin Mech from all angles.

_"**Fools! You may have disabled the shields, but my mech is still powerful enough to destroy your entire dimension! You think this isn't the first Remnant I'm going to destroy?! I've practiced!" **_Goblin laughs, commanding his mech to spew it's firebreath to halt the heroes' united assault. Suddenly, his mech came under an assault from the Atlesian Fleet, as they throw everything to give the heroes some breathing room until the Goblin Ships forced them to stop with some missiles. _**"Have you forgotten, Ironwood? My mech can control your entire fleet! Let me remind you!" **_His mech takes control of a portion of Ironwood's fleet, from his ships to robotic soliders, and force them to cause havoc and destruction across the city while a Goblin Ship fires on Ironwood's flagship, _**"I hope you're watching this, Ironwood! I'm going to destroy the kingdom with your own fleet! Once I'm done with Spider-Man and Cinder, I'm coming for you! Nothing can stop me!" **_He proclaimed.

_'He's taken control of the city and my fleet!'_ Ironwood informs the webslinger through comm link.

"**General, pull back your fleet! You're just giving him more ammo! Send human soliders to rescue civilians!" **Spidey ordered.

_"**More ammo? Great idea!" **_Goblin maliciously grins as his mech takes control of the Iron Spider Armor, effectively taking control of Spider-Man himself.

"**Hey, hey! Only I can drive this thing!" **Spidey jokes, losing control of his own armor as it randomly flies around the warzone and unloads his weapons against his allies.

Goblin laughs as he takes control of all the heroes' technology, causing people like Mercury to lose control of his secret robotic legs while Yang's gauntlets goes haywire, blasting and destroy everything in her vicinity. "All our tech's out of control!" Yang expressed while desperately trying to regain control of her own weapons.

"**Goblin has control of our tech, but I'm working to jam his signal!" **Spidey informs his allies, randomly blasting the ground before accidently tackling Team JNPR.

"Students! Spider-Man needs some time!" Glynda uses her telekinesis in conjunction with Pyrrha's magnetism to stop the Iron Spider in mid-flight and keep him immobile until he's finished.

_"**Everyone needs time. All I need are some victims!" **_A grinning Goblin jumps off his mech, landing near Goodwitch and Pyrrha before brutally smacking them into a building.

"GLYNDA!" Professor Port shouts in concern.

"PYRRHA!" Jaune yells in extreme worry.

An enraged Jaune leads an assault with Ren and Nora to attack Goblin, but they were quickly defeated by his savage strength. Coco kept the monster at bay for a moment with her out-of-control machine gun, until he was crazy enough to rampage through her bullets as he grabs a dashing Yatsuhashi's head and brutally slams it to the ground until blasting the rest of Team CFVY with his fireballs. _**"You fools don't get it, do you? The Destroyer Goblin is linked to my X-Aura, allowing me to control its movements with a thought!" **_He snaps his fingers, commanding his mech to unload missiles at the other professors and Cinder's team, _**"Ha! I can EASILY level your entire kingdom, but first I'll use my power to destroy the lot of you!"**_

"**Okay, Gobby. Let's jam." **Spidey says, ready to jam Goblin's signal.

"Hope you know what you're doing." Blake responded.

In an instant, Iron Spider emits a powerful shockwave across the battlefield that jams Goblin's signal, allowing the heroes to utilize their own technology and weapons again to fight Goblin and his robot at their full capacity. **"Ah, technology. Nothing tech can't do." **Spidey quips, after regaining control of his armor.

"Can your technology stop his robot, or the portal in the sky? The city's being overrun with goblins! We can't keep this up forever!" Ruby asks, while pointing at the huge wormhole pouring out goblins and Grimm to destroy the kingdom.

"**His robot is like a walking Convergence Device that's powering that wormhole. I'm going to need a REALLY powerful EMP if we're to disable his mech. And I think I might have an idea." **Spidey ponders, taking out his ISO-8 and his Genesis weapon piece and tosses them both to Ruby, **"You and the rest of the girls start assembling the Genesis with the ISO-8 and wait for my signal." **He orders Team RWBY.

"O-Okay, but what are you gonna do?" Ruby asks curiously.

"**I'm heading to the final frontier. Keep Goblin distracted!" **Spidey powers up his jet boots and flies at mach speed to space.

"Is he going where I think he's going?" Weiss shares a strange look with her teammates, as each of them have guessed where Spider-Man is flying to.

**BGM End**

* * *

**Space**

**BGM-Sonic Adventure 2 OST-** **Deep Inside Of... (Cannon's Core Ver.3)**

With his hyper-advanced outworldly armor, Spider-Man passes through the upper atmosphere in record time as he actually flies around in space, flying around Remnant's orbit as he locates one of Goblin's Oz Satellites. **"Since I'm the only one in the world with a hi-tech suit of armor that DOESN'T rely on Dust, only I am crazy enough to whip up this crazy idea." **He quips, as he hacks into the satellite with his Webware, **"Osborn's satellites are powered by ISO-8. Using the data that I used to create my fancy Webware, the nanotech will interface and rework his satellite to my control and create a powerful EMP virus that'll finally shut down his Mech permantely. Nearly done. Rubes, you ready to fire the Genesis?"**

_'Almost. What's the plan?'_ Ruby asked.

"**Goblin boasted that he can control his mech with his X-Aura. The Genesis is designed to disable or ignore a target's Aura. We'll use that to disrupt their link and give me a moment to shut down his toy! Understood?" **Spidey explains the plan to his teammates.

**BGM End**

* * *

**Back in the city…**

**BGM-Marvel Ultimate Alliance 3 OST-Code Red**

"Completely!" Ruby responded determinedly, as Team RWBY have assembled the Genesis and stand together, charging it up while targeting Goblin.

"Hey, Gobby!" Yang shouted.

_"**What is it?!" **_Goblin turns to her after dispatching Team JNPR, Goodwitch, and Zwei for a moment.

"Let's see you withstand our little doomsday weapon that we built as a team!" Yang grinned.

_"**Doomsday weapon?" **_He responds with slight curiosity as he slowly approaches Team RWBY._** "I'd call you insane, but that's hypocritical of me. Have you forgotten I'm immortal? Hit me with a nuclear missile! I don't care! Do you REALLY think your little toy could hurt me?" **_He taunts them.

"Doesn't hurt to try." Ruby smirks. "FIRE!" She shouts, as the girls unleash a highly powerful beam that blasts the arrogant Goblin, blasting him onto the leg of his mech with his X-Aura momentarily disabled.

_"**What's THIS? You brats depleted my X-Aura?" **_Goblin noticed. And with his X-Aura disabled, he can't mentally control his Goblin Mech anymore, _**"And I can't control my mech? This has the Spider's annoying scent all over it. It doesn't matter to me one bit!" **_He jumps to the top of his colossal death machine, _**"I am still the all-powerful Goblin King! And I can still manually control my mech while my Aura is already regenerating!" **_He claimed.

"That's enough. Ready, Spidey?" Ruby contacts her co-leader.

_"**Huh?"**_

"Uh, where's Spider-Man? And what's he planning?" A confused Jaune asks the girls.

"That." Ruby casually points everyone to a large energy sphere being formed from an Oz Satellite thanks to Spider-Man, as he directly targets the satellite at the Goblin Mech from space.

"Oh."

"Is he in SPACE?!" Emerald remarks in surprise.

_'Everyone, get down and be AMAZED by the Amazing Spider-Man's very own space laser!'_ Spidey quips through their comms, as the Oz Satellite is about done charging up its energy. The satellite unleashes a powerful, yet highly concentrated beam through the sky that only targets the colossal Goblin Mech and the shocked Goblin King.

_"**Oh, you clever arachnid bastard!" **_Goblin scowls, until he and his mech were immediately consumed by the large beam from space.

**BGM End**

The EMP satellite laser completely disabled the Goblin Mech from the inside out, causing the inner circuitry to explode as the colossal mech topples to the ground motionless. With its ISO-Dust Reactor disabled, the interdimensional portal closes. And with the Goblin Mech no longer functional to control technology and Grimm, the Atlesian Military are free to finally finish off the invading goblins.

"Spider-Man did it! The Goblin Mech is completely disabled and the portal to that other dimension is closed!" Oobleck stated.

"WE WON!" Ruby happily jumps for victory, as everyone from each kingdom that was watching the epic showdown from TV cheer victoriously that their dimension was spared.

"Don't let this little victory go to your head." Cinder warns Ruby, who stops cheering to listen to her. "We're not safe until Goblin is permantely exterminated."

"She's right. Where is Goblin?" Ruby wondered, glancing her surroundings for any sign of the supervillain.

"I believed he was crushed by his own machine." Glynda stares at the toppled Goblin Mech, which presumably crushed Goblin.

**BGM-Mega Man Maverick Hunter X OST-Sigma Transforms**

Suddenly, everyone starts feeling a massive tremor as the ground shakes violently. Powerful winds start emitting from the position where Goblin was crushed by his own machine and they continue to grow stronger. "These winds! Where are they coming from?!" Pyrrha wonders, as she and the rest of the heroes block the winds and desperately try not to get blown away.

"Oh, no…" Ruby responds in fear, as Team RWBY have a horrified suspicion where this immense power is coming from.

_"**GYRRAAAAAAAAAAAAAH!" **_Then, everyone hears a monstrous roar as a colossal inferno was unleashed from beneath the Goblin Mech, blasting it away to crash onto a building. Everyone stares at the inferno as they see the frightening silhouette of the Goblin King rising through his own power, explosively dispersing the inferno to reveal to the world he has transformed to the more powerful Devil Goblin thanks to his X-Semblance, _**"GYRAAAAAAAAAAH!"**_

"Devil Goblin!" Ruby shouts, recognizing that terrifying transformation.

"This power…" Cinder is in awe-struck of Goblin's transformed power, jealous and at the same time completely stunned beyond belief.

"My word, he transformed! He looks like some kind of lava Grimm monster!" Port commented.

"How is this possible?!" Oobleck utterly questions the transformation.

_"**NYRAAAAAAAAAAAH!" **_The furious Devil Goblin hovers above the city as he forms an intense fire shield around his body. Then, he brings his hands apart to each side and bombards the battleground with powerful fireballs, destroying buildings and killing innocent civilians. The heroes do their best to defend themselves from the fierce bombardment, but they too were quickly blasted aside and left lying on the ground groveling in their own pain. Goblin glares to the sky with a furious scowl, with one intention and one intention only, _**"SPIDER-MAAAAAAAAAAAAN!" **_He roars furiously before flying to space as a flaming projectile.

Ruby quickly stands up and contacts Spider-Man through her Scroll, "Spider-Man!"

_'Yello?'_

"Watch out! Goblin's coming after you!" She urgently informs him of the incoming danger.

**BGM End**

* * *

**Space**

**BGM-Sonic Adventure 2 OST-Sonic vs. Shadow **

"**What you say? Goblin's coming to space?" **Spidey remarks, hovering around an Oz Satellite until his Spider-Sense alerts him to the flaming Devil Goblin tackling him away at furious speeds before the two rivals knocked each other away with a punch at the same time. **"Heh. Take a chill pill, Gobby. What did I do to tick you off this much?" **He jokes, acting cocky at his heated nemesis.

Goblin snarls furiously at his eternal foe as he rants, _**"How DARE you, Spider-Man! You continue to always, always, always, always stand in my way! And this time…You destroyed my Goblin Island…You disabled the Destroyer Goblin…And now you're trying to disable my Oz Satellites! What exactly ARE you?!"**_

"**I am who I am. I'm a hero who wants to help the people…The Amazing Spider-Man!" **Spidey calmly responded with a grin while pointing his thumb at his himself.

Goblin grins, _**"I see. It would seem that no matter which universe we're in, it'll never be big enough for the both of us. In that case, I'll show you my full power!" **_He states, unleashing a colossal flaming X-Aura so massive and powerful it appears he's literally burning with a double aura. _**"THIS TIME YOU'RE FINISHED, SPIDER-MAN!" **_He proclaims, confronting his nemesis to a final showdown.

"**This time I'll make you realize…" **Spider-Man starts powering his calm and silky Perfected X-Aura, **"That no matter how many times you try, you'll always fail!" **He proclaims, as the two outworldly rivals fly at each other at top speed as they begin to clash their X-Auras for a final showdown.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: The Volume 2 Finale is next, which will end off with an epic one-on-one confrontation between Iron Spider and Devil Goblin in space that'll decide the fate of Remnant. This all serves as a nice preview of things to come in Volume 3, which will be the epic crossover event that'll transcends dimensions and portrayed "differently" from the original story as we're gonna adapt a special Marvel Comics event. Stay online for the Volume 2 Finale and details for the final arc in **_**Battle for Remnant RX**_**. **

**Dragen slayer: They're not dating if that's what you're thinking.**

**Next time: Clash of X-Auras! Remnant's fate!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	50. Vol 2 Finale: Battle of Vale (Part 4)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**Spider-Man: Watch out! Here comes the Spider-Man! The Goblin Mech is destroyed and the portal is closed, but Goblin is determined to get the last laugh. Just when I was planning on deactivating his Oz Satellites, he shows up in space in his Devil form for a one-on-one showdown. Osborn, show me just how powerful the ISO-8 really made you!**

**BGM End**

* * *

_Vol 2 Finale: Battle of Vale (Part 4) – For True Story_

**Outer Space, Remnant's Orbit**

**BGM-Sonic Unleashed OST-Vs. Egg Dragoon**

In a region of outer space above Remnant, a huge explosion erupted and blasted Iron Spider down through clusters of asteroids scattered all around. **"WAAAAAAAAAAAAH!" **Spider-Man screams for his life. While he was flung backwards, he hits an Oz Satellite, which helps him regain his balance during his fall as he lands on an asteroid and jump up, quickly bouncing off several asteroids and then web-swings off another satellite before stylishly sliding and landing on a large asteroid, sighing a breath of relief, **"Whew. That was WAY too close." **

"_**AHAHAHAHAHA!" **_Suddenly descending to the scene is the immortal Devil Goblin hovering above his nemesis, _**"People of Remnant! Lend me your eyes and ears as you witness the final destruction of your friendly neighborhood Spider-Man!" **_He grinned evilly, as his satellites broadcast his epic showdown to the entire world.

"**Okay! I've been waiting to finish things with you for a long time!" **Spider-Man acts cocky, getting into fighting stance as he activates his blue Perfected X-Aura, tapping into the full strength of The Other in his human form to help him succeed.

"_**You filthy insect! For spoiling my fun, I'm going to paint Remnant in your BLOOD!" **_He proclaims with a roar, explosively unleashing his colossal, fiery green X-Aura. _**"Showtime, Spider-Man! Before this is over, I'll show you the TRUE power of the ISO-8!" **_He thrusts his palm forward, unleashing rapid-fire fireballs at the flying webhead, who dodges his attacks.

"**Hey, hey! That's MY catchphrase! Alright Goblin, time for me to finish this!" **Spidey unleashes a speedy flying kick straight at Goblin's face, who quickly deflects him away. The webhead flies around firing repulsors, until Osborn unleashes a burst of flames to deflect them before countering with a powerful mouth blast that nearly consumed the hero. Spider-Man dodged the attack at the last second, webbing an asteroid and hurls it at his nemesis, who laughs off the damage.

"_**You'll have to try harder than that to hurt me! I am immortal and wield ultimate power! Simple attacks like that won't do you any good!" **_Goblin taunts, rushing at high speed to throw a powerful magma punch at Spider-Man, launching him through space until he stops himself in midflight.

'_Spider-Man!' _Ruby suddenly contacts him.

"**A little busy trying to survive, Ruby!" **Spidey quips, while dodging a barrage of explosive Devil Bombs.

'_I know, but listen! I remember your stingers were REALLY able to hurt Goblin when The Other controlled you! You mastered its power! Use those!' _Ruby advised.

"**My Spider-Stingers are venomous and supernatural! Should be able to weaken his regeneration and then REALLY lay down the hurt!" **Spidey states with a plan to defeat Devil Goblin.

"_**I'll rip you apart for all of Remnant to see!" **_Goblin chuckles, rushing with another flaming punch to attack the wallcrawler, but he vaults over his attack at the last second.

"**You're getting on my nerves! Time to get you off my back!" **Spidey webs his nemesis, immobilizing him for a while.

'_Remember our training! Show us you can land a combo!' _Blake advised.

"**Got it!" **Spidey unsheathes his stingers, enveloping them with his X-Aura to increase their damage output. He dashes towards his nemesis with a battle-cry as he unleashes a ferocious barrage of slashes from his stringers, painfully wounding Goblin before blasting him away with a spinning double-slash.

"_**What is this poison I'm feeling…Those stingers…" **_Devil Goblin hovers in space, feeling nauseous and paralyzed thanks to the stingers' venomous effects.

"**Aha! It's working! Now I just have to keep that up!" **Spidey remarked.

"_**Insolent pest! Your feeble attacks cannot harm me!" **_Goblin proclaims while regenerating his strength.

'_He's wide open! Unleash the fury of your Crawler Assault, Webs!' _Yang cheers for him to perform next.

"**Let's do this!" **Spidey unsheathes his waldoes before rushing forward, unleashing a flurry of berserker attacks at the vulnerable Goblin before flipping back while forming two large web hammers that are reeled backwards, **"Get blown away!" **He blasts him away with his powerful hammers.

'_Nice one!' _Weiss cheered.

"_**You seemed to have improved a bit." **_Goblin scoffs, after recovering from the relentless assault.

"**Oh, yeah? Or maybe it's just 'cause you're getting worn out!" **Spidey quipped.

"_**Then perhaps I should take a small break while I watch my satellites OBLITERATE you! Oz Satellites #3 and 4, annihilate him!" **_Goblin uses the voice command feature of his satellites to take control of them. Spider-Man senses them about to fire and flies away from the powerful barrage of laserfire, then flies in front of Goblin, _**"Rraagh! Out of my sight!" **_He blasts him, only for the webhead to dodge him at the last second and trick the satellites to continuously pin Osborn with their lasers instead, _**"Waugh?! Nuooo!" **_

"**Stay right there, Gobby! I got 'em for ya!" **Spidey flies near his satellites and attaches two weblines to each satellite, grabbing and slowly spinning in place while breaking the satellites out of orbit, much to Goblin's shock.

"_**What are you doing?! Those are Remnant's first satellites! Stop ruining progress!" **_Goblin disputes, but Spider-Man doesn't listen as he ruthlessly throws the two satellites at this villain, causing an explosion that knocks him through an asteroid, _**"Wha-?! Now look what you've done!" **_He snarls, watching the webhead land on an asteroid. _**"You can't beat me, wallcrawler! I command the ISO-8! You and this ENTIRE dimension is FINISHED!" **_He raises both hands into the air, forming a huge sun-like sphere the size of a skyscraper that got Peter's spider-sense tingling like crazy, _**"SO LONG!" **_He cackles madly, throwing the sun sphere at the webhead.

"**YOWZA!" **Spidey quickly flies away from the blast radius, as the sphere explodes and unleashes a mighty explosion in space that consumes and obliterates the surrounding asteroids like a black hole. **"Yikes! Hey Goblin, don't you know it's bad luck to squash a spider while he's flying in space?" **He quipped, countering with powerful repulsor blasts.

"_**Squashing is not my intention. Burning, blasting, humiliating, beating…yes, those. And what bad luck could be worse than the damnable misfortune of having you exist in the first place?" **_Goblin countered.

"**Well, since you put it **_**that **_**way…" **Spidey slashes him with his stingers for a quick moment.

"_**Enough!" **_He retorts, throwing several Devil Bombs at his nemesis, _**"I tire of your wisecracks, your antics, your insufferable good cheer."**_

"**Boy, me too." **Peter quips, dodging his magma bombs,** "Maybe I'll get really serious and morose... I'll brood, and get strong from carrying around a giant chip on my shoulder...Ha! Kidding!"**

"_**This should shut you up!" **_Goblin charges up his power, as he commands all of his Oz Satellites to target and destroy his webbed foe, _**"All Oz Satellites! Target Spider-Man! WIPE HIM OFF THE FACE OF THIS REALITY!"**_

The Oz Satellites unleashes a nightmarish barrage of laserfire all aimed at Spider-Man, who uses his speed, reflexes, and Spider-Sense to the max as he flies around space and dodges their attacks for his very life. **"No biggie!" **He quips, remaining calm and cocky.

* * *

**Meanwhile in Vale…**

The citizens of the city are watching the epic space battle thanks to the large holo-screens being kindly projected by the Atlesian Military. The civilians are becoming extremely worried as they see their amazing hero dodging for his life from Goblin's satellite lasers. "He's in danger!" One person shouted.

"No!" Ruby objects, standing in a crowd alongside her friends and teammates, "Spider-Man won't be defeated like this!" She expresses her hope that he'll succeed.

**BGM End**

* * *

**Back in space…**

**BGM-Sonic X OST-Sonic's Fight**

Devil Goblin watches in annoyance to see his X-Aura-powered-nemesis dodging all of his laserfire with considerable ease and a cocky attitude. _**"Spider-Man!" **_He snarled.

"**Heh!" **Spidey grins, turning around in space before boosting at top speed towards Goblin.

"_**You can't keep this up forever!" **_He grinningly taunts, unleashing a fire beam alongside his satellites' laser assault.

"**Whatever!" **Spider-Man quips, quickly using a Holo Decoy to take their hits while he flies towards another direction.

"_**What?" **_A confused Goblin watches his foe dodge laserfire while flying towards a satellite, _**"No way! What do you think you're doing?"**_

Spider-Man lets out a battle-cry as he blasts the satellite, weakening it as he blitzes through it, destroying the weapon in the process while also napping a rainbow ISO-8 crystal that used to power it, _**"Yahoo!"**_

"_**Oh no! The ISO-8!" **_Goblin reacts in shock and horror of his nemesis wielding a powerful ISO-8 crystal.

"**Oooo, a rainbow ISO-8! Never seen this color before! Let's see what this baby can do!" **Spider-Man clenches tightly on the rainbow crystal, absorbing its energy to boost his power tremendously as well as turning his X-Aura multi-colored.

With this extra boost in power and speed, Spider-Man suddenly vanishes out of sight as if he's moving at light speed. _**"Stop hiding like a coward and fight me, boy!" **_Goblin taunts him to reveal himself while glancing frantically for him.

"**If you insist!" **Spider-Man suddenly shows up behind Goblin, and just as he turned around, the webhead brutally punches him in the face with his enhanced power, smashing him at his full strength and sent him flying through space as he crashes on the moon, much to the everlasting shock of the audience. **"You sleep on the moon for a little while, Gobby. I got some satellites to demolish!" **The webhead powers up his rainbow aura and flies at light speed, flying across the planet's orbit to obliterate ever single last of his Oz Satellites so they won't threaten the planet again.

* * *

**Back at Vale…**

'_Woohoo! I'm feeling great!' _Spidey shouts from a holo-screen while destroying another satellite.

"GO, SPIDER-MAN!" Ruby cheered.

"SHOW 'IM, WEBHEAD!" Nora cheers on their hero, as the rest of the kingdom and possibly everyone in the world is cheering for Spider-Man's victory, spreading such rare positive emotion around the world that it's causing the Grimm to go sick.

"SPIDER-MAN!"

"SPIDER-MAN!"

"SPIDER-MAN!"

* * *

**Back in space…**

"_**YOU DARE USE MY OWN ISO-8 AGAINST ME?!" **_An extremely furious Devil Goblin roars, appearing out of nowhere to devastatingly smash Spider-Man through several asteroids before he could destroy another satellite.

"**I promise to give it back if you surrender." **Spidey quips, while clinging onto a huge asteroid.

"_**FAT CHANCE!" **_Goblin retorts, firing a large fireball at Spider-Man which immediately explodes and obliterate the asteroid, surrounding its pieces in a large smoke cloud.

"**Worth a shot." **Spidey quips, bouncing up off the falling pieces of the asteroid. Goblin hurls a deadly barrage of powerful Devil Bombs into the smoke cloud, with one of them nearly hitting the webhead while he dodges some more before blasting others with repulsors. He flies at top speed out of the smoke cloud while more Devil Bombs home in and chase him through space. He briefly brakes and flips over the bombs and blasts them from behind. **"What's wrong, Gobby? Is that the best your 'ultimate power' is good for?"** He taunts him, coolly avoiding his incoming fireballs while standing in place.

"_**You've seen nothing yet!" **_A grinning Goblin retorts, flying towards him with numerous fireballs.

Spidey smacks away a fireball before powering up his rainbow X-Aura, then flies away from the fireball barrage. Goblin continues chasing him, throwing one large fireball at him, only for the webhead to surprisingly grab it with his hands while spinning and throws it right back at him, which Goblin blocks while being consumed in its explosion. **"There's more where that came from!" **Spidey flies at spectacular speed towards Goblin, breaking through his guard with heavy punches before unleashing a powerful Crawler Assault that smacks him down screaming. Spidey catches up and unleashes one powerful kick that blasts him up straight, screaming again.

Spider-Man flies up, passing him as he lands atop of the remaining Oz Satellite. He places his hands on the machine, conducting his aura into it to forcefully take control of the satellites as it powers up with immense energy and aims straight at Devil Goblin, **"This ends NOW! And I'll finish things with your own satellite! Bye-bye!"**

"_**THIS IS NOTHING!" **_Quickly, Goblin stops himself in midair and unleashes a large fire blast to counter, as Spidey lets out a battle-cry while unleashing the full power of the Oz Satellite, firing a humongous energy beam that briefly clash with the fire beam before piercing through it entirely, much to Osborn's visible shock and horror as he's about to be consumed by the power of his own satellite. _**"NOOOOOOOOOOO…!" **_He yells as he gets utterly enveloped by the beam and gets blasted back to Remnant, as the beam pierces through the skies of Vale for its civilians to stare in awe, _**"GAAAAAAAAAAH! AAAAAAAAAAAAAH…!" **_He yells in pain as he is seemingly erased from existence, leaving behind a massive explosion in the sky above the Atlesian Fleet.

**BGM End**

The city of Vale cheered profusely for Spider-Man's victory over Devil Goblin, as the big bad villain crashes onto the streets, unconscious and out of his Devil form after losing a lot of power from that last attack. Team RWBY, Team JNPR, Team CFVY, and their Beacon professors rush to the unconscious Goblin as they see Spider-Man land in front of them victoriously while depowering from the ISO-8 and his X-Aura, **"Too bad! But it all ends right here!"**

"That was awesome! Spider-Man!" Ruby runs happily to celebrate with her favorite hero.

"You were incredible!" Jaune smiled excitedly.

"I say!" Velvet nods with a smile.

"You put on quite a show, Webs." A smiling Yang playfully bumps his arm.

"Are you alright?" Pyrrha asks in concern and happiness.

"**Better than Goblin." **He quips, as everyone hears and turns around to see Osborn waking up and slowly standing in place.

**BGM-Mega Man ZX Advent OST-The Chosen One**

"**You tired, Gobby? I haven't been humiliated or burned yet! A little bit of blasted and beaten, sure, but man, you let me down." **Spidey quips to his seemingly beaten nemesis.

Strangely enough, Goblin chuckles with a smile on his face as he stares at the webslinger, _**"Spider-Man. What a shame…You had the abilities and potential to become like me. You would've made the perfect heir to a kingdom that would never betray you like these imbeciles." **_

"**Nah. Being an heir sounds like hard work. Ask Ice Queen over here." **Spidey quips, jokingly pointing at Weiss.

"Leave me out of this." She calmly retorts.

"_**Why continue avoiding your destiny? We just took our rightful places in the universe thanks to the ISO-8. As gods! Wielding the power of the cosmos." **_Goblin tries to convince the webslinger to join his cause once more.

"**I am but a guy who just wants to do what's right, Goblin. And YOU are a prisoner of your own twisted delusions." **Spidey retorted, preferring to be a hero than a god.

"_**Though you continue to defy me, in the end, you've proven that my experiment is perfect." **_Goblin said ominously, much to the shock and confusion of the heroes.

"Experiment?" Goodwitch remarked.

"**What do you mean? We stopped your interdimensional invasion. Just what else are you planning?" **Spidey interrogates him.

Goblin calmly explains his ultimate plan to the world, _**"I want to know what it means to be the ultimate…To be at evolution's extreme…as a king of my own nation, as the CEO of Oscorp, but above all as a scientist. At evolution's extreme…there is emptiness and misery. Man will eventually begin to fight again. For peace…for righteousness…Man will continue to find ways to justify fighting. I've come to understand that nothing can come of this world…but an empty, MISERABLE future…"**_

"**So, you decided to put on a cape and make yourself ruler…?" **Spidey quipped.

Goblin chuckles, _**"Ruler? No, no, no…Talk about a life of emptiness…" **_He looks to the sky and explains, _**"I am trying to create a NEW world. I want to bring new life into the world and protect its future."**_

"**Don't make me laugh, Osborn." **Spidey responded.** "You only care about a world that YOU control. Is the ISO-8 seriously making you think you're a god?"**

"_**I don't THINK I'm a god…" **_Goblin grins ominously, as dark flames slowly envelop him in a flaming sphere, _**"I AM a god!" **_Suddenly, the sphere unleashes a colossal inferno that pierces the sky and nearly blows away the heroes with its intense winds.

"What's happening?!" Goodwitch remarks, while trying her best to not get blown away.

"**We've seen this before! The ISO-8 levels in his systems are evolving!" **Spidey answers, as his Spider-Sense alerts him to the immense danger emitting from Goblin, **"What the…?"**

The heroes, and a nearby Cinder's team, watches Goblin explode out of his fiery sphere in his Devil Goblin form, but it has evolved into a frightening new form that's more demonic than the original. His transformation is largely the same as before with the black molten lava appearance with cracking green energy, but his height now towers at 3 frightening meters. His evolved power enlarges the two horns on his head, manifesting to black draconic horns. He also develops spiky black pauldrons on his shoulders while retaining his green cape. His X-Aura has also been perfected like Spider-Man's now possessing a dual green and black aura that possesses godlike power unlike before.

"He evolved again…" Blake remarks, as everyone is visibly horrified at this Perfect Devil Goblin.

Spider-Man growls, **"What have you done to yourself, Osborn? ISO-8 is unstable! Did you **_**willingly **_**sacrifice your own **_**humanity**_** just for power?!"**

"_**My humanity was defective. The world that you live in ITSELF is defective!" **_Perfect Devil Goblin proclaimed. _**"Before a new world can be made, THIS world must be destroyed. That's where the ultimate power of ISO-8 comes in. I have already decided the fate of the world as its GOD. The destiny of destruction cannot be changed!" **_He proclaims like an arrogant demon.

"**Even if you did make this world, we make our own destiny! I'm going to bring you down and take back the destines of our two worlds!" **Spidey declared.

"_**There it is…That empty misery…It disgusts me!" **_Goblin snarled. _**"That's why I created the Oz Formula, to evolve! You, who refuse to become a god…You're neither human, faunus, or a goblin, just a miserable FAILURE!" **_He insults the webhead, which struck a nerve at the other heroes for calling him a failure.

"This 'miserable failure' just saved our entire world!" Ruby steps up, arguing with Osborn. "You're nothing but a failure AND a monster!"

"_**You may have won the battle, but the WAR is just beginning! Thanks to you fools unknowingly helping me with my experiment, I have enough data to start developing my TRUE ultimate weapon! A power that will SURPASS the Tesseract!" **_Goblin proclaimed, much to Spider-Man's shock.

"**The Tesseract?! Osborn, is there even a WORD for what's wrong with you?! Are you planning to create a Cosmic Cube?!" **He retorts, as his allies wonders what a Cosmic Cube is and why does it sound so powerful.

Goblin chuckles with a foreboding tone, _**"You'll find out. My command of WORLDS is only beginning! But first, do you hear anything ticking? I would start screaming in terror if I were you." **_He cackles manically before rocketing towards the sky and flees from the kingdom as a speedy blazing projectile.

**BGM End**

"**Ticking? I don't hear anything." **Spidey remarks, until he feels his Spider-Sense suddenly tingling like mad and hears Zwei's barking.

**BGM-The Avengers (2012) OST-One Way Trip**

"BARK!" The dog barks, gaining everyone's attention.

"What is it, Zwei?" Ruby rushes to her pet's side, as they find themselves standing near the disabled Goblin Mech, as they hear something beeping from within its chest. Suddenly, the ISO-Dust Reactor pops up from the mech with a timer that starts at 1 minute before counting down, "Is that the ISO-Dust Reactor?"

"_**Oh**_**, this is not good." **Spidey scans the reactor and quickly learns of its explosive purpose. **"Goblin converted the reactor to a nuclear bomb set to go off in less than a minute! If we don't stop this soon, it'll crater the entire city!" **He informs his allies, much to their terrified shock.

"HUH?!" Ruby reacted.

"Can you deactivate it?!" An extremely worried Weiss asks the heroic scientist.

"**No time! Gotta do this the hard way!" **Spidey walks towards the mech.

"And that _is_…" Jaune remarks worriedly.

"**I'm heading back to the final frontier!" **He quips, as he reaches below the mech to begin lifting it.

"You're gonna throw it to SPACE?!" Nora remarks in surprise.

"**Iron Man done it before." **Spidey quipped.

"That robot's HUGE! Can you lift it?" Pyrrha asks, visibly worried.

"**I have the proportionate strength of a spider, that can be enhanced with my X-Aura and ISO-8, while wearing one of the most advanced armors in my entire universe. So, probably." **Spidey quips, while slowly lifting the giant mech.

"But didn't you use up your Aura during your fight with Goblin?" Blake asked.

"**Seems that my 'X-Semblance' can regenerate Aura. Fancy that." **Spidey remarks, using his Battle Focus Semblance to regenerate his X-Aura to full capacity as he fully lifts the giant Goblin Mech over his head, much to everyone's shock and awe.

"You HAVE been holding back…" A stunned Yang remarks to her boyfriend's outrageous strength.

The jet boots of the armor activate as Spider-Man slowly lifts himself and the goblin bomb above his friends, **"Got half a minute. Wish me luck!" **He said, carrying the mech as he starts flying towards space.

'_Spider-Man…it's possible this is a one-way trip…' _Goodwitch informs him somberly through their comms of the possibility of him not surviving the impeding explosion.

"**At least I don't have to worry about that next exam. Haven't studied at all. Your tests are always so brutal." **He quips, showing no fear of his possible death.

Civilians from each kingdom are watching this intense broadcast of Spider-Man carrying an active bomb to space with the possibility of him sacrificing himself to save the kingdom of Vale. From his office, Ozpin stares at his tablet with worry. From his airship, Ironwood stands alongside Penny and his troops while silently watching the broadcast together. From her dark castle, Salem and her associates are watching the broadcast thanks to Watts' Scroll, with the dark witch showing interest and curiosity of Spider-Man's strength and chances of survival.

Back with Spider-Man, the clock is ticking fast as he's just about halfway towards space. He grunts and growls, showing slight fatigue from his recent fight with Goblin as it's getting harder and harder to lift this colossal mech into space. **"C'mon…spider-strength…Just a little more…Can't let them down…I WON'T let them down!" **He powers his X-Aura to the very max, tapping into the full strength of The Other resting inside him while unsheathing his waldoes to help him lift the robot with everything he's got. He pushes his armor to its limit as he explodes into a sonic boom, piercing through the heavens and into space. With few seconds on the clock, he throws the robot as far away from the planet as it unleashes a massive nuclear explosion that seemingly consumes the webhead into nothingness.

**BGM End**

The entire world saw the nuclear explosion in space, meaning Spider-Man had done it and saved Vale. Everyone in each kingdom throw a parade of cheers, screaming their loudest as their world has been saved. The only ones who aren't cheering are Spider-Man's friends standing together in the middle of the city.

"P…Peter…" Jaune mutters, as Team JNPR stare into space worriedly.

"Spider-Man! Where's Spider-Man?" Professor Port wondered.

"It can't be…Did he get caught in the explosion?" Doctor Oobleck questions the possibility, as Professor Goodwitch silently mourn of her student's demise.

"Spider-Man will be fine." Ruby claimed, as Team RWBY appear to be the only ones showing faith of his survival while staring intently to space. "Right?" She asks her teammates.

"Yeah!" Her teammates answered, nodding their heads in unison.

**BGM-Sonic X OST-Mi-Ra-I (Instrumental)**

Hiding in some alleyway, Cinder's team stares at the sky, watching the massive explosion in space while curious about Spider-Man's survival. Suddenly, something caught Cinder's eyes as she spots a flaming projectile flying down from space. "It can't be…" She muttered, quickly figuring out the identity of the mystery projectile.

With the heroes, Zwei barks while happily wagging his tail as he too spots the mysterious projectile alongside Coco. "What is that?" She questions, pointing everyone to the mysterious projectile.

The mysterious projectile crashes onto a rooftop that towers over the civilians standing below it. As the dust settles, a familiar silhouette stands up as they walk out of the dust to greet the city while holding a particular rainbow crystal. **"HEY!" **Spider-Man shouts with a damaged Iron Spider Armor, greeting the city with his return while thrusting out the ISO-8 crystal in his hand.

"SPIDER-MAN!" Team RWBY and the rest of their friends shouts in utter joy and happiness that he survived the massive explosion in space.

"SPIDER-MAN!" A random civilian yells in joy, as everyone in the kingdom, in every kingdom, cheer profusely for their new hero of the world.

"**HERE I AM! YOUR FRIENDLY NEIGHBORHOOD SPIDER-MAN!" **Spidey shouts, raising the ISO-8 crystal to the sky and uses its power that discards the dark clouds caused by the recent invasion, using the ISO-8 to conjure up a beautiful rainbow over the kingdom.

**BGM End**

* * *

**Later…at Beacon Academy**

**BGM-Marvel's Spider-Man (PS4) OST-Responsibility**

After the world was saved from the Goblin Nation, Team RWBYP and Zwei are sitting on the edge of Beacon's landing platform, overlooking the City of Vale from across the lake with proud smiles. "Well, we did it." Yang stated.

"We did it." Blake supported.

"If we don't get extra credit for that, I'm gonna be seriously disappointed." Weiss responded.

"Boy, talk about cutting it close…" Yang said to her heroic boyfriend.

"Eeh, not really." Peter replies with a simple shrug.

"Come on, tell me you weren't scared?" A smirking Weiss playfully elbows his arm, "If it wasn't for us, you wouldn't have had a chance."

"Well, maybe you're right. Thanks Weiss!" Peter smiles, giving a thumbs up to the heiress, who silently reacts in shock to his humbleness and not responding with a quip. "You too, Ruby. And the rest of ya for believing in me." He thanks the rest of his teammates.

"Ahehehehe…" Ruby blushes while sheepishly laughing. She then slightly frowns while contemplating on today's actions, "Still, I don't think we should be really celebrating. Goblin declared _war _on the entire world. A lot of people were hurt, and we're left unclear of his true plans. He said his invasion was part of an 'experiment' to create a power beyond a 'Tesseract'. What's that?" She asks the informative superhero.

Peter explains, "A Cosmic Cube that nearly ripped my universe apart. Me and a friend stopped the lunatics who were trying to use that power to take over our two universes. If Goblin's planning on creating another Cosmic Cube that's more powerful, then all of our universes are in danger."

Blake places a gentle hand on his shoulder, "We'll stop him, Peter. Today proved if we stand united, we can accomplish anything."

"Yeah! If Goblin tries something like this again, we'll be there to stop him!" Ruby smiled, assuring Peter they'll stop Goblin the next time he rears his ugly head.

"Yay…" Yang lies down on her back, "Teamwork, camaraderie, good guys, go team, alright, good job…So, what now?"

"I _would _suggest training for the tournament, but Goblin made it _explosively _clear his 'Goblin Festival' is more 'entertaining'. Weiss remarks, recalling that Goblin blew up Amity Colosseum and his declaration of war delayed the Vytal Festival indefinitely.

"Sorry." Peter apologizes, feeling partially guilty for the cancellation of the Vytal Festival.

"I don't blame you. I blame the monster who's using your DNA to destroy the world. He's NOT going to get away with this!" Weiss declared.

"So then…" Blake remarks on what else they should do.

"Uhh…Time for bed?" Ruby awkwardly recommended.

"Please." Yang agreed.

"Absolutely." Blake responded.

"Yes." Weiss replied.

"I'm going to sleep forever." Yang quipped.

"I just tanked a nuclear explosion. I'm going to hibernation." Peter jokes, as the heroes and the dog stand up and head back towards Beacon's main campus.

* * *

**Meanwhile in Ozpin's office…**

Inside his own office, Ozpin aloofly stares outside his window while ignoring the call from Vale's Government Council who responds in his office. _'Ozpin? Ozpin!' _A councilman shouts after receiving no initial response from the headmaster.

Ozpin turns his chair towards his desk, "Yes, Councilman." He stares at the video feed of the councilmen from a holographic screen with Ironwood's video feed in the corner.

'_You've left us no choice!' _He proclaims. _'Thanks to the Goblin King declaring war on the world, the Vytal Festival tournament has to be cancelled, until we can sort out this mess and ensure the safety of the citizens.' _The councilman says, while the headmaster silently sips from his cup, _'Ahem…Therefore, we have reached out to each kingdom and together are forming an alliance against the Goblin Nation. We have also decided that the best action is to appoint General Ironwood as head of global security.'_

'_Thank you, councilman.' _Ironwood responds. _'Our Kingdom is happy to lend as many troops as it takes to ensure that Norman Osborn and his Goblin Nation will be brought to justice. I've already formed an alliance with Spider-Man. His assistance will be essential to defeat this new threat.'_

'_And we thank you, General.' _The councilman replied.

"Will that be all?" Ozpin asked.

'_For now.' _The councilman responds sternly. _'But once this war is over, we are going to have a serious discussion about your position at Beacon Academy. General Ironwood's reports over the last few weeks have left us somewhat... concerned. I am sure you understand.' _The councilmen's video feed, disappears, leaving Ironwood's video feed alone with Ozpin.

The two friends silently stare at each other for a moment until Ironwood decided to speak up, _'This is the right move, Ozpin. I promise, I will keep our people safe, you have to trust me.' _He then hangs up the video call, as Ozpin turns his chair around to look at the large Atlesian airship outside his window.

**BGM End**

* * *

**City of Vale**

**BGM-Mega Man ZX OST-Fate – Deep-Seated Grudge (Tunes Ver.)**

Cinder's team meet discreetly at a rooftop as they watch the city currently rebuilding itself after Goblin's invasion. Cinder has her arms crossed with an irritated expression on her face since Goblin has revealed her identity to the world and effectively ruined all of her plans. And more importantly, possessing power far greater than anything she has in her disposal, "Osborn…Spider-Man…The _power_ they displayed in space…They are not worthy of that power. How _dare _they use that power to ruin all of my plans." She grits her teeth with rage, silently fuming over the possibility that Goblin and Spider-Man are stronger than her.

"I can't believe Osborn duped us and outted us as criminals to the whole world." Emerald said.

"I still can't believe Osborn was crazy enough to almost destroy our entire world. Our entire _dimension_." Mercury responded. "What do we do? We're fugitives now and I don't think we have any White Fang left still working with us."

"You have one." Suddenly approaching them is the former masked leader of the White Fang's Vale branch dressed in black and red and possesses a sword, the ruthless Adam Taurus.

"Osborn made a mistake revealing the existence of this 'ISO-8' to the world." Cinder turns to her three remaining associates, "If that power was able to turn a weakling like Torchwick into a considerable threat, then imagine that kind of power in _our _hands. We _will _make it our mission to find as much ISO-8 as we can, then we'll have the last laugh over Goblin _and _Spider-Man." She declares with a sinister scowl, planning to collect and harness the power of ISO-8 to enact her revenge against her outworldly enemies.

**BGM End**

* * *

**Meanwhile at Goblin Castle…**

**BGM-Sonic Forces OST-Quickening of Evil**

The goblinfied Neo skips around a secret laboratory while watching over the development of Goblin's true ultimate weapon. She stops her playful skipping when she heard her master entering the lab in his normal form with a foreboding smile on his face. _**"You should prepare yourself, Spider-Man…! I am pouring YEARS of my undying hatred towards the development of this ultimate weapon." **_He stands next to Neo after walking towards a capsule, holding an imperfect blue Cosmic Cube with an ominous red core within itself, _**"Worlds will collide…Worlds will be DESTROYED…The end of everything is coming…This 'seed'…will the destroy the universe…And remake it into my image!" **_He laughs maniacally, while Neo stares at the mysterious universe seed that will determine the fate of all worlds.

**BGM End**

* * *

**BGM-Spider-Man: Battle for New York OST-Main Theme**

**KFX Here: Volume 2 (Evolution Arc) is over. The Goblin Nation has lost the battle, but the war of worlds is just beginning. Now it is time to begin the final Volume of this grand tale. Ladies and gentlemen, it's time to begin the "Universal Incursion Arc", an epic crossover event between the worlds of Marvel, Sonic, RWBY, and Capcom. I'm taking elements from Marvel storylines like Times Run Out and Secret Wars (2015) that involved the "Incursions", an multiversal event when universes collide with each other before getting destroyed. **

**Unlike the original story, the heroes from Sonic's world will be given more prominence and will join the main cast. I also want Blaze the Cat to have a bigger role as well and have three sets of Emeralds get involved in this coming arc (Chaos Emeralds, Sol Emeralds, ISO/Cosmic Emeralds). **

**Characters from Capcom will be treated as guest characters like Mega Man X and Ryu. Don't ASK me if more Capcom characters will join the party. You'll have to wait and see. **

**Jufesocar: I'm not bring back Ben Reilly. I have no plans for Knull or a Spider-Geddon arc, since my **_**Spider-Verse **_**story took some elements from that storyline. And I am NOT interested crossing over with Transformers, TMNT, Spawn or Tekken because I don't know anything about the latter two and this series isn't about crossing over with other franchises. It's all about the worlds of Marvel, Sonic, and RWBY colliding.**

**Tommy: Spider-Man doesn't even know about Salem yet, and she's gonna be pretty inactive for the majority of Volume 3.**

**Next time: The curtain rises on the Universal Incursion Arc!**

**Question of the Chapter: What are your overall thoughts on Volume 2? What do you look forward in Volume 3?**

**New Character Description:**

**Perfect Devil Goblin**

Description: Godlike goblin of the Goblin Nation. If you thought Goblin was tough before, think again. Like Spider-Man's before, Goblin's X-Aura was imperfect until his ISO-Oz Formula evolved him again into the perfect immortal being wielding godlike power. His mere presence is a threat to all reality, and the only way to win is by uniting the heroes of different universes!

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	51. Vol 3 Issue 1: Huntsman of the Great Web

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Have things been hectic lately here in Remnant. Solved my "evolution" problem by mastering The Other, just in time to stop an interdimensional invasion caused by Green Goblin. We stopped him from destroying the dimension, but before he escaped, he hinted that he's creating a power "beyond" the Tesseract. Whatever that is, I'm gonna need all the help I can get to stop him this time.**

**BGM End**

* * *

_Vol 3 Issue 1: Huntsman of the Great Web_

**Patch, Cliffside Forest**

Below the golden sun in an orange sky over the tall grass, Ruby stands in front of her mother's gravestone with her hands clasped and hood up as she came to talk to her. The young girl lowers her hood, smiling sadly downward at the inscription, "Hey, mom. Sorry I haven't come by in a while. Things have been…well, things have been, pretty busy. Oh, Dad's here too! He's, uh, you know…Dad." She shrugs. "He's still teaching at Signal. But he told me that he's going to be on some mission soon. I think he misses adventuring with you. "She looks forlornly. "I miss you too." She pauses for a moment, missing her mother greatly, "Haven't gotten kicked out of Beacon yet! So that's cool. I think being on a team with Yang helps. I keep her in line…That was a joke. She's actually a really great fighter! You can tell she's learned a lot from Dad! Oh, so are Weiss, Blake and Peter. Oh! They're my teammates! Together, we form Team RWBYP! And yes, before you ask, that does cause a lot of confusion. Also, my friend Peter, he's really a superhero named Spider-Man from an _entirely _different universe. Can you believe that? There was an accident in his world that stranded him and his arch-nemesis, the Green Goblin, in this world. Goblin tried to destroy our world, but Spider-Man saved it. He's become _really _popular around the world. He's _amazing_. He's like the big brother I never had. He's also dating Yang, which is appropriate since they both love making bad jokes." She giggles. "Anyways, I made a bunch of new friends, and then I met some... let's just say, uh, _odd_ teachers. Oh! We've also stopped some bad guys, too! I guess it's like they say: "like mother, like daughter"! I still wonder why Ozpin let me into the school early. But uh, I guess he'll tell me one day. You know how he is. It's funny, the more I get to know him, the more he's starting to sound like Uncle Qrow."

A bark alerts her to the ever-adorable Zwei and the sight of her father, Taiyang, in the trees behind her, "Oh! Looks like Dad's back! I gotta go! He's dropping me off at Beacon before he goes on his next mission. Things have been crazy lately. A while ago, Goblin created a criminal organization called the Goblin Nation and officially declared war on our entire dimension. Because of that, the Vytal Festival had to be cancelled this year. And I was _really _looking forward to it too. But I'm sure with Peter on our side, we can beat him. Wish me luck!" She puts the hood back on and starts to walk away, but turns and delivers one final message to her mother, "It was good to talk." She said before jogging back to her family as a group of crows fly into the sun.

* * *

**Later…at Beacon Academy**

**BGM-Mega Man Star Force OST-Home Town**

Everyone's favorite interdimensional superhero, Peter Parker is napping on his bed inside his team's dorm. His teammate, Blake is sitting on her bed reading a book while his other teammate, Weiss was filing her nails until she heard her partner, Ruby admiring something on her bed, "Ooooh, so shiny…"

Curious, the heiress went up to her bed and was annoyed at the sight of her awe-struck partner poking the rainbow ISO-8 crystal alongside the blue ISO-8 crystal that they have gathered from their recent adventures. "Why are you poking the cosmic crystals of reality?" Weiss asks her partner.

"I'm just admiring them. They're so _beautiful_…" Ruby replied, staring in awe at the cosmic crystals of another universe.

"AND extremely _powerful_." Weiss reminds her as she grabs the crystals away from her partner. "The ISO-8 isn't Dust. They're a byproduct of the universe _itself _that can grant you unfathomable power. We have to be more responsible with them." She says, only for herself to quickly become allured by the cosmic crystals' beauty, "They _are _really beautiful…"

"Stop admiring the cosmic crystals of reality." Blake dryly quips from her bed.

"No I wasn't!" Weiss lied.

Then, their last teammate, Yang opens the door and enters their dorm with a big bright smile on her face, "Honey, I'm _home_." She sang. "Ready to go?" She asks her boyfriend, startling him to wake up from his bed.

"Huh? Oh, yeah. I was waiting. Honest. Did _not _doze off." Peter quipped.

"Riiight." Yang smirks.

"What are you doing?" Blake asks her friends.

"Going on my first date with the 'Hero of Remnant'. Pete's offered to take me on a ride with a swing through the city." Yang answered with a smile while playfully elbowing her boyfriend.

"Would've done it sooner, but we were busy with interdimensional goblin invasions, immortal godlike psychopaths, and mystical spider-monsters living inside my head." Peter jokingly lists off the crazy events they had dealt with in the past months.

"And that's all while were still in training! Oh, imagine what it would be like to graduate!" Ruby smiled gleefully.

"It'll be a new venture. We should probably get going. We'll see you later." Peter says, waving goodbye to his friends as he and Yang walk away. But just before they could exit their dorm, someone calls Peter from his Scroll, "Hm? Who's calling?" He takes it out and notices the caller is Headmaster Ozpin, "Ozpin? What does he want?" He answers the call, "Hello?"

'_Peter, I'm not interrupting you or anything?' _Ozpin asked.

"Not at the moment."

'_Good. Can you and the rest of your team meet me in my office? We have something to discuss.' _He requested.

"Sure. See ya." Peter then hangs up the call and turns to her friends.

"What does Ozpin want?" Yang asks him.

"He wants us to meet him at his office. Has something he wants to talk to us about. Guess we'll have to put our date on hold for now." Peter informs his allies.

"Let's not keep him waiting." Ruby smiles, jumping down from her bed as the team exit their dorm together and venture to Ozpin's office.

**BGM End**

* * *

**Ozpin's Office**

**BGM-Mega Man ZX Advent OST-Den of Hunters (Tunes Ver.)**

Inside his office, Ozpin was in the middle of a little conversation with Professor Goodwitch and General Ironwood when they heard the elevator rise up to the room and enters Team RWBYP. "Students, welcome. How are each of you feeling?" Ozpin asks his students.

"That all of us need a vacation, which will most likely never happen considering the current circumstances." Peter quips before turning to Ironwood and Goodwitch, "Sup, Ironwood. Granny Goodwitch. Nice to see you're doing well." He waves at them.

"Quit calling me that." Goodwitch glares at her quippy student.

"Sorry. Habit." Peter apologizes. "So why did you call us up here? Is this regarding Goblin?" He asks the huntsmen.

"Correct." Ozpin nodded from his desk.

"As you are all aware, Goblin declared war on the entire world and we are taking high measures to stop him." Ironwood speaks to the students. "The kingdoms have recently formed an alliance with each other to combat the Goblin Nation and to prevent another attack like the invasion he launched on Vale. In the past few days since the incident, my men have been working day and night for any clues on Goblin's current whereabouts. So far, Osborn hasn't made a move besides having his goons causing a ruckus with their criminal activities in each kingdom and it's becoming a hassle apprehending them since they're invisible to our radar. Luckily, my military managed to salvage some ISO-8 from the recent invasion and are in the process of upgrading our equipment with their energy. Peter, since you know more about ISO-8 than everyone else, we were hoping you'd tell us more about its power and how we can use it efficiently." He turns to Peter.

"Ugh, the ISO-8. Man, that stuff has been causing me all sorts of trouble back home." Peter responded. "In my universe, supervillains are always trying to take over the world and it's up to us superheroes to put them back in their place. A fun, but repetitive cycle. Then out of nowhere came the Pulse, and on that day, _everything _changed. The Pulse was a weird cosmic phenomenon that knocked out all technology on Earth and scattered ISO-8 across the globe. ISO-8 tipped the scales of power for _everyone_. Every super-crook and their grandmother wanted a little cosmic power-up, and we heroes been doing our best to stop them and secure that stuff. The smart guys back home found out ISO-8 is a source of _limitless potential_. Uncontrolled, it can be lethal, but worked in the good way could bring one who has it an _unimaginable_ power. And with enough ISO-8, well, I shouldn't remind you of the recent interdimensional invasion that nearly destroyed your dimension." He tells his Remnant allies the story of the Pulse and the ISO-8.

"Goblin mentioned the invasion was part of an 'experiment' to create a power greater than a 'Tesseract'. Is the Tesseract something from your world?" Goodwitch asks him.

Peter replied. "The Tesseract was the fancy name my other arch-nemesis, Doctor Octopus, gave to his Cosmic Cube. A Cosmic Cube is one of the most powerful artifacts in my entire universe. Straight to the point, it can turn you into a god and allow you to reshape _reality_." He said, silently shocking and frightening his Remnant friends.

"Oh, that…sucks." A stunned Yang remarked.

"That's an understatement." Blake dryly jokes.

Peter continues, "Doc Ock created the Tesseract using ISO-8 alongside another mad scientist from another universe. A speedy little friend from that other world helped me stopped those lunatics from abusing the Cube before they could conquer both universes. If Goblin's _that_ crazy to create a more powerful Cosmic Cube, then it won't be just our two worlds that are in stake."

"How do we know Goblin hasn't finished creating this Cube and already warped reality?" Weiss asked him.

"Even with ISO-8, Cosmic Cubes are pretty difficult to create and are _dangerously _hard to control. The fact that this universe hasn't _blown up _yet means we still have time to track him down and take him down." Peter answered, which causes the heiress to laugh nervously while frightened at the thought of cosmic destruction. "The data I stole from Goblin's Island before that blew up should hopefully give me clues on his current base, and should help me whip up a cure to his ISO-Oz Formula to make it easier to knock out his mutated thugs."

"Excellent idea. But how about you get to work right after the Awards Ceremony." Ironwood said, confusing the heroes.

"Award Ceremony?" Ruby questioned.

"That's the main reason we called you in today." Ozpin speaks up. "Because of all of your efforts in halting the Goblin Invasion, the government decided to honor your team and others to a ceremony this evening." He informs Team RWBYP, who seem pretty happy to be recognized as heroes during the invasion.

"Woohoo! Party!" Yang excitedly bumps the air with her fist.

"Do we get the key to the city?" Peter joked, which causes Goodwitch to roll her eyes.

"No, but you do get something, and I'm referring to Spider-Man." Ironwood remarked.

"Hm?" Peter questions, turning to the general.

"I talked with the United Council, and we agreed that despite Spider-Man being a vigilante from a parallel world, we want him as our first interdimensional Honorary Huntsman." Ironwood informs him, unsurprisingly shocking the outworldly teen and his teammates.

"Say WHAT?!" Weiss reacted in total surprise.

"You must be kidding?!" A shocked Peter was taken aback by this news of becoming Remnant's first Interdimensional Huntsman.

"Aw man. I'm so happy and jealous of you, Peter. You're becoming a huntsman before all of us." Ruby feels happiness and envy for her co-leader.

"_Spider-Man_ is becoming a Huntsman. Not Peter. It was his alter-ego that saved the world from the Elementals and the Goblin Nation. And now more than ever the world needs his support if we want any hope defeating Goblin." Ironwood explained. "We'll be providing you your official Huntsman License during the ceremony. In addition, I also want to enlist you as a temporary elite member to my Special Operatives Unit." He offers Peter to join his special unit.

"A special Specialist for the military? Why should I be interested?" Peter quipped.

"You _are _a specialist on Goblin. It feels appropriate." Ironwood simply explained.

"Touché. Didn't think I'd become a member of this world's SHIELD. Fury's gonna be jealous. Though I was hoping I'd become an Avenger _before _becoming a Huntsman." Peter jokes, rubbing the back of his head.

"The first interdimensional, specialist, superhero Huntsman of the great web! We're proud of ya, Pete!" Yang happily wraps her arm over her boyfriend's neck. "Wanna celebrate with a little swing together?"

"That _was _the idea." Peter quipped. "Is there anything else I need to know before heading out?" He asks the professors.

"Don't be late." Ironwood told him.

"He's going to be late." Goodwitch dryly remarked, having come to understand Peter's unbalance lifestyle.

"You know me too well, granny. See ya." Peter jokes, waving a two-finger salute to the scoffing Goodwitch, before he and his team exit the office through the elevator.

**BGM End**

* * *

**City of Vale**

**BGM-Spider-Man 3 (Game) OST-MJ Thrill Ride**

"WOOOOAH! AWESOME!" Yang happily screams, clenching tightly onto Spider-Man's back as he web-swings high to the air above the city of Vale, which is currently undergoing reconstruction after the Goblin Invasion.

"No need to hold on too tight! My new powers are making me extra sticky!" Spidey comments on his The Other powers heightening his wall crawling abilities, allowing him to stick to a surface with any part of his body, not just his hands and feet.

Spider-Man zip themselves towards a tall building that he twirls towards, landing and sliding down along the wall before bouncing off high to the air directly from a Goblin insignia painted there. He swings towards a construction zone, performing some stylish swinging off several large steel pipes hanging in the air before bouncing off one, activating his web-wings to glide down high from the sky to make his girlfriend holler in sheer joy before swiftly transitioning to another swing high above the city.

"Fun, right?" Spidey asks his passenger.

"Totally! So much more fun riding my bike! This is amazing! I can't believe you get to do this every single day!" Yang confessed with a huge smile.

"Just don't spill anything on the back seat! I just had this costume cleaned!" He joked.

"No promises!"

"If that's the case!" Amidst a high arching swing, Spidey playfully lets go of Yang, causing her to scream in terror for a quick moment until she was almost immediately caught in his arm as they continue swinging.

"You daredevil!" Yang shouts at him playfully.

"I'd be a daredevil if I did it blind." He quips, as the cute couple share an adorable laugh together.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-** **Act 1 City 3**

After their little joyride, Spider-Man lands on a tall rooftop and gently lets go of Yang, who's hair got all bushy and messy from the constant wind blasting her face during their swing. "You okay?" Peter asks her.

"Oh, yeah. That was so awesome, and admittedly a little scary." Yang admitted while brushing her hair back to normal. "Thank goodness for your stick 'em powers. If The Other is making you 'extra sticky', what else can you do besides popping stingers out of your wrists and turning you into a spider-monster?"

"I think I can talk to spiders now." Spider-Man replied.

"Talk to spiders? Okay, that's very weird." Yang remarked.

"I'm not exactly sure I can. I get the _feeling _I can do itanyway. I remember one time I was unconscious and subconsciously called some spiders during my sleep. I'm still the process figuring out the most of my new powers." Spider-Man replied.

"Then let's do a little training and test them out. See if you can talk to the spiders and ask for any clues related to Goblin." Yang tests him.

"I'll give it a try. Think it's all related to my Spider-Sense. Just gotta focus." Spidey closes his eyes to concentrate on his Spider-Sense, allowing him to communicate, control and understand the emotions of thousands of spiders across the city, vaguely seeing what they're seeing. After a little moment to himself, he opens his eyes back to Yang.

"Anything?" She asked.

"I really am Ant-Man. This might be a little more useful than I thought." Spidey remarked, not exactly answering her question.

"So that's a yes?" She quipped.

"Sorry. Yeah, I asked the spiders to inform me of any current crime across the city. Told me some Goblin goons are about to rob a bank and such." Peter informs her of his success talking to spiders.

"It's a start. Anything more important?" Yang asked.

"One of them told me of a secret hideout where that Cinder woman is hiding." He answered.

"Cinder Fall? You mean one of the people Goblin really hates besides you and Ironwood?" She responded.

"Yeah. Osborn used to work with her. Maybe she might have an idea where he is. Let's go find her while stopping some crime on the way." Spidey replied.

"Lead the way." Yang smiles, latching onto his back once more before he swings off through the city searching for Cinder Fall.

**BGM End**

* * *

**Cinder's Secret Hideout**

**BGM-Spider-Man: Web of Shadows OST-** **S.H.I.E.L.D. Quarantine Zone**

Inside an abandoned warehouse somewhere in the city, Cinder stands alone thinking to herself when she noticed her two evil associates, Mercury and Emerald entering their secret hideout. "Anything?" She asks them for information on their secret mission.

"Goblin goons refuse to cough up anything about Osborn." Mercury shrugged.

"But we have gained intel on several locations regarding ISO-8, so we should investigate those areas right away." Emerald informs her boss.

"Good." Cinder responded, liking the news so far.

"Any word from Adam?" Emerald asks, regarding the current status of their only White Fang contact left.

"He's chasing another lead, but it's becoming difficult getting into contact with the rest of the White Fang. It's possible most of them have joined Osborn's little Goblin Nation. I've heard a rumor Sienna Kahn might also be under his control." Cinder informs her associates.

"Things aren't looking too good for us. Could it get any worse?" Mercury remarked.

"I dunno. You tell me."

Surprising the criminals comes Spider-Man dropping into the scene alongside his girlfriend, Yang, as they confront them. "Spider-Man?! How did you find us?" Cinder snarls at the webslinger.

"I talked to the spiders." He quipped.

"Since when could you do that?" Emerald asks with a confused expression.

"Recently."

"Disturbing."

"I can't _believe _you guys tried to be our friends! Were you really planning to kill Peter Parker and ruin the Vytal Festival?" Yang interrogates her former friends, furious at them for lying and being criminals.

"Yes." Cinder simply answers, standing in front of her two allies. "But that's all up in smoke thanks to Goblin. And now, so will you." She calmly says, while manifesting flames in her palm.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Red Suit)**

Peter's Spider-Sense tingles as he notices the floor underneath him and Yang is about to explode in a blaze of glory. "Move!" Spidey pushes her away just before he jumps away from the fiery explosion, separating them. Just as he lands, Spider-Man was immediately under assault by Cinder's dual glass blades as he does his best to avoid getting slice to death, "Easy. Just want to talk, but I don't mind roughing you up a little." He leaps backwards to the air, prompting Cinder to switch to her bow and fire several arrows at him. Spidey effortlessly deflects them with his arms and dodges her fireballs before barraging her with web shots. Cinder simply blocks each shot with a small aura shield projected from her hand, but one web shot was able to blind her. "You got something on your face. Let me get that." Spidey whacks her in the face, knocking her away as she angrily burns the webbing off her face.

Spidey webs a box and hurls it at Cinder, but she easily obliterates it with a thrust of her hand and uses her Semblance to superheat the pieces and reshape them into floating glass shards, unleashing them on Spider-Man. "Oh yeah. Rubes did mention you can fight with glass. Ever thought of applying as a glazier?" He jokes while dodging her glass bullets. He bounces around the warehouse at high speed, confusing Cinder for a little bit until she got stomped from the back. She ruthlessly smacks him through a pile of boxes, as he recovers, she tries clashing her blades with him. "Easy, flame princess. You need to cool off." He forms his web hammer to lock weapons with her's.

"Show me the power you used to fight Osborn." Cinder goads him to fight at full power, wanting to prove her superiority over powerful adversaries.

"What, and make this too easy? I like a challenge." He quips, refusing to fight at full strength in fear of accidently killing her.

"Don't mock me!" An irritated Cinder tries a sneaky sweep kick, which doesn't work against his Spider-Sense, as he avoids it and counters with a swing from his hammer. She then fires a powerful fireball that blasts him across the warehouse before he recovers midway.

"Something about your power feels familiar. I sensed it before from that woman. What did she call people like you? Maidens? Though, yours doesn't feel as strong as hers." Spidey unintentionally mocks Cinder for being a Half-Maiden, which enrages her considerably.

"Watch your tongue!" Cinder summons more explosions from the floor underneath Spider-Man, forcing him to quickly dodge.

Meanwhile with Yang, she and Mercury land a blow on each other, with the huntress throwing a punch in a haymaker and Mercury launching a jumping back kick. Mercury then rushes in, and attempts to aim for Yang's foot with a running jump back kick, but the latter leaps in the air behind him and attempts to land a shot with Ember Celica in a right jab.

The two each land a spinning back fist each that are both blocked, with Yang's subsequent left hook and jab are then continuously blocked by Mercury's forearms, while Yang ducks under Mercury's left hook. As Mercury prepares a palm strike, Yang fires off another jab, while her opponent shoots off a front kick, sending each other backward, only stabilizing themselves through a backflip.

Smirking, Mercury later dodges a barrage of rounds from Ember Celica while closing the distance, jumping into a downward axe kick blocked by Yang. He then leaps into the air to evade a low roundhouse and spinning back fist with a Dust blast, before delivering a kneeling flash kick to his opponent.

After she lands on her feet, Yang charges forward, only for Mercury to simply disappear when she attacked him. "Huh? Wha-?" She remarks in confusion, until she is knocked away by Mercury. As she recovers, she finds herself seemingly under an assault from four Mercurys at once, which makes it hard to avoid.

"Yang, what's up?" Spidey notices something is up with her while he's busy fighting Cinder.

"I'm fighting a team of Mercury." Yang responds before getting kicked by a Mercury.

"Really? I only see one." Spidey dodges an attack from Cinder and briefly notes that Yang is just randomly punching the air while only fighting one Mercury. Having an idea what's happening to her, he looks around the warehouse until he spotted Emerald concentrating on her mind in secret. "Ah ha! Now I understand!" He flips away from a slash from Cinder and fiercely web-strikes the shocked Emerald, smashing her high to a wall before falling on her stomach. "First that Neo girl with her illusions, and now you with the hallucinations. You do remind me of Mysterio with the green, but you lack a fishbowl for a helmet." He mocks Emerald, figuring out her Semblance involves hallucinations. And without Emerald, Mercury's copies disappear and reform back into the main Mercury that continues battling Yang.

Emerald stands up, confronting Spider-Man with a furious demeanor for his mockery. She concentrates her Semblance on him, but he calmly warns her, "I wouldn't do that if I were you." She doesn't listen and pushes through, but it's surprisingly becoming difficult to mess with his head. That's because she's trying to mess with two minds at once, and one of them happens to be a monstrous spider-god of the multiverse that she briefly saw in her own mind for a moment.

'_HYRAAAAAAAH!' _The Other in its demonic Man-Spider form unleashes a frightening roar to scare Emerald out of Spidey's head, scaring her to the ground while paralyzed with intense fear.

"Emerald! What's wrong with you?" Mercury was quick to jump to her side after knocking down Yang.

"Two minds…One's a monster…Too scary…" A frightened Emerald shivers with intense fear while on her knees.

"Warned ya. The other guy in my head hates having uninvited guests messing with both our minds." Spidey quips, quickly manifesting his Web Cannon to blast Mercury and the paralyzed Emerald to a wall, immobilizing them with thick webbing.

**BGM End**

"What form of power are you hiding inside you?" Cinder asks, leaping with a spinning double-slash towards the webslinger.

"I'll tell you once you cool off." Spidey quips, dodging her spin attack at the last second, briefly switching to his Elemental Electricity Mode to charge and throw a powerful electric punch that knocks away Cinder, paralyzing her with electricity for a little while. "But first, tell me what you know about Norman Osborn?" He interrogates her for information.

"Osborn? What's to tell you? He's a lunatic." Cinder replied.

"Duh. Everyone knows that. I'm talking about your previous relationship with him that could give us any clues on his whereabouts." Spidey says while helping his girlfriend on her feet.

"Why would I tell you anything?" Cinder arrogantly responded while recovering from the paralyzing punch.

"Listen, I don't care what your deal is, but have you forgotten how _close _Osborn was into destroying your entire _world_ not too long ago?" Spidey reminds her of the recent invasion. "He's gonna try again. He's messing with power _too much _for anyone! If he's not stopped soon, everything and _everyone_ will be destroyed, including you and your friends here." He points at the webbed Mercury and Emerald.

Cinder arrogantly scoffs, "Tch! Whatever! It's finished between me and Osborn! I have nothing to tell you!"

"My, aren't you helpful?" Yang remarks sarcastically.

"Well, it was worth a shot. We should probably get going." Spidey recommends, as the couple walks away, much to Cinder's confusion.

"Where do you think you're going? Our fight isn't finish!" She reminds him, wanting to finish their match.

"We're in a hurry to somewhere. You can have this one." Spidey casually allows the victory to Cinder, much to her added shock. "We're letting you guys off the hook this time, since you did help us stop Goblin when he attacked the city. It's only fair. If you're interested in another alliance, find a way to contact me that doesn't involve nearly blowing up a school tower. See ya." He grabs ahold of Yang before he swings them away from the warehouse.

Cinder is left with a mix of weird emotions. Angry, as there was a very good chance she would've lost against Spider-Man if their fight continued. Jealously, as she hates the thought that Spider-Man and Goblin are most definitely stronger than her, possessing power like no one else in the world. And confusion, simply because Spider-Man casually decided to leave when he had the opportunity to arrest her and her associates. All she could do is clench her fist in rage and lowly growl through a scowl.

* * *

**At the Awards Ceremony…**

**BGM-Sonic X OST-The Thorndyke Family**

"I know it's an awards ceremony, but…" Ruby puffs her cheeks in nervousness, walking inside a grand hall alongside Peter in their formal wear as she notices there are a ton of people here attending the awards ceremony, "Why is there such a gigantic party?!" She asked, freaking out a little.

"Did you think they'd award us with candy?" Peter joked.

"No, but…I'm not really comfortable with big crowds." Ruby says, feeling extremely nervous around these people.

"Think of each of them in their underwear. It helps." Peter quipped.

"All the past heroes were honored by the citizens. Just like you and your team are now." Ozpin surprises his students with his sudden appearance behind them. "They all learned that accepting the people's adoration was part of the job. It may be a boring event for you, Ruby. But the ceremony is an important part of boosting morale." He told her.

"He's right. With a dangerous man like Green Goblin on the loose and declaring war, we need to keep the people happy and not lose hope." Peter added some encouraging words to cheer her up.

"Plus, there's an open bar. This is great." Ozpin shows them his glass of alcohol with a small smile.

"We're still underage…" Ruby sweatdrops. "We didn't fight so we could be recognized…It just doesn't feel right."

"You'll get used to it, I'm sure." Ozpin pats her head to cheer her up. "And Peter, shouldn't you contact Spider-Man right now? We're about to hand him his reward." He informs the hidden vigilante.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-City of Hope**

"He's coming. Just gotta find the nearest closet." He jokes as the headmaster walks away. "I'm going. Be my little photographer tonight, huh petals?" He asks his young leader with a smile.

"Yeah!" Ruby happily accepts with a nod. "Good luck! And congratulations!"

"Thanks!" Peter replies with a thumbs up before running to a place to secretly change into his costume.

Soon, all the party guests gather in front of the stage to get ready for Spider-Man to make his grand appearance for his reward. Team RWBY stand in the front row alongside Team JNPR and Team CFVY looking pretty excited for Spider-Man. Ruby keeps her promise to Peter and uses her Scroll to take pictures as she sees Ozpin and Ironwood stepping onto the stage.

"Thank you all for coming to this wondrous event this evening. Without further ado, I would like to announce Spider-Man onto the stage." Ozpin speaks through the microphone.

"Did someone call for me?" Spidey quips cockily, descending down to the stage on a web from the ceiling, greeting the headmasters while the audience immediately take pictures of the Hero of Remnant.

"Welcome, Spider-Man." Ozpin politely shakes hands with the outworldly hero, after he drops from his webline.

"We'll make this quick." Ironwood steps up to speak. "Though you are only a guest in our world, you have fought and protected it as if it were your own from threats most of us couldn't even fathom. You have given us the courage and hope to fight the impossible, and we are honored to reward you as our first interdimensional Huntsman!" He taps on his tablet-sized Scroll, causing Spider-Man to receive a notification through his HUD that he has been granted his very own Huntsman license, at the same time being enlisted to the Special Operatives Unit as a temporary special member.

"Sweet." Spidey smiles behind the mask, as the audience claps for his achievement.

"With the threat of the Goblin Nation still out there, we certainly could use more powerful fighters by our side. We are so lucky to have you." Ironwood replied.

"I'll try not to disappoint." Spidey replied. "By the way…" He says, getting the headmasters' attention, "Does being a Huntsman get me a discount anywhere?" He joked, which got a little laugh from the audience but causes Weiss to facepalm in embarrassment. The two headmasters glance at each other in total silence, as they might be regretting the decision of making Spider-Man a Huntsman.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Unlike the original, I'm making Spider-Man (not Peter Parker) a Huntsman and a **_**temporary**_** member of the Atlesian Military as a Specialist to honor his heroics in Remnant so far for morale support and stuff as the Goblin War is only beginning. I should also mention the ISO-8 is gonna play a huge role in this arc. Expect almost everyone to get a power boost from that stuff since this story IS a part of the "ISO-8 Saga".**

**Superjoeyf721: I know about Spawn. I simply don't care about the franchise, same thing with Tekken. And regarding your request, I'm gonna do what I want. If you like it, that's fine. If you don't like, that's also fine, I just won't care. And also, stop overreacting or else no one would take you seriously.**

**Jufesocar: I'm doing fine, thank you. The coronavirus hasn't been a HUGE problem for me.**

**Blood Spider: **_**Or **_**I'm referencing the Galactus Seed/Cosmic Seed from the comics, which perform the same purpose. I like Dragon Ball as much as the next time, but not **_**everything**_** I write is a reference to that series. In my first stories, yes, that was a problem. Nowadays, not so much. And NO, I am NEVER writing any stories involving Dragon Ball. I thought I made that clear! Stop asking me! Don't ACT like you know what I want!**

**Next time: Preparing for Goblin War!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	52. Vol 3 Issue 2: Road to Goblin War

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Thanks to my heroics, Ironwood rewarded me the status of Huntsman, and enlisted me as a special member for his military. The reason why is because Goblin was crazy enough to declare war on the planet. Tried interrogating Cinder for clues, but that didn't go so well. Maybe the data I stole from his island could give me the answers. Let's hope. Goblin's becoming too dangerous, and if not stopped soon, then all our universes are in danger.**

**BGM End**

* * *

_Vol 3 Issue 2: Road to Goblin War_

**Goblin Castle, Throne Room**

**BGM-Kingdom Hearts 2 OST-Organization 13**

Inside the hidden dark castle, a goblinfied Sienna Kahn, the mind-controlled High Leader of the White Fang, opens the large doors that leads into the throne room of her new master. "My liege, you have summoned me?" She asks the Goblin King, who is sitting menacingly on his throne next to Menace, the goblinfied Neo standing next to him.

"_**I have a mission for you. Find that traitor, Raven Branwen, and bring her to me." **_Goblin orders the goblinfied faunus.

"I heard Branwen died in the destruction of Goblin Island." Kahn remarked.

"_**She did not." **_Goblin replied calmly._** "I reviewed security footage of her sabotaging the defense system to allow Spider-Man to infiltrate my island undetected. She and her little pal, Vernal escaped before I burned the island to ashes. And according to Menace, she was on the train to save that blonde girl." **_He informs his newest lackey. _**"I knew Raven would betray me, but I didn't suspect her to form an alliance with Spider-Man. Since when did SHE develop a sense of justice? Must be her motherly instincts." **_He said, implying that he's aware of Raven's relationship to Yang.

Sienna nods in understanding of her mission, "Understood. I'll form a search party immediately for the traitor."

"_**I want her alive. I sensed a great power within her that could prove useful for my plans. I have full control over her tribe. There's nowhere she can hide." **_Goblin replied, ordering for Raven's capture.

"And what of Spider-Man? What's our next step against him?" Sienna asks her king.

Goblin answers while remaining calm and composed, _**"Spider-Man stole valuable data from my island that'll clue him in on the location of this castle. Sooner or later, he and the Atlesian Military will be at our doorstep. We must prepare for battle. They are necessary to complete my universe creation experiment." **_He laughs ominously, _**"Those unknowing puppets. The path of justice they're walking on will lead to the destruction of their world." **_He grins while acting very foreboding.

**BGM End**

* * *

**Beacon Academy**

**BGM-Sonic Adventure OST-Apotos Day**

"How does it feel being a superhero huntsman?" Ruby asks Peter, hanging out with Weiss while the three friends walk around campus for a friendly chat.

Peter simply shrugs, "Meh. Not much different from how I handle my usual heroics. At the very least, the police won't be so suspicious of me anymore."

"Have you found out anything related to Goblin?" Weiss asks him.

"Not yet. I'm heading to the lab right now to break through the rest of the encrypted data I downloaded from his island for clues. I'm _sure_ I've missed a few files that'll tell me where he's hiding. In addition, I'll also be working on a cure for his enhanced Goblin Formula. Could use a little help. You two want to be my little lab assistants?" Peter kindly offers them.

"Yeah!" Ruby happily accepted the job. "We'll help you out in any way we can! Right, Weiss?" Ruby turns to her partner, as she looks like she's caught in a trance while staring at the sky, "Uh, what are you viewing?"

**BGM End**

Weiss doesn't reply, she just stares at the aircraft with elegant ribbons flying from its wings with a strange expression and strain in her voice, "She's here!" She says with a face mix of joy and anxiety. She then immediately run towards the area the craft is about to land, much to Ruby and Peter's confusion. The two share a glance, with Peter adding a confused shrug before they decided to follow Weiss for answers.

The aircraft lands at the docking bay as the trio runs towards it up the main avenue at the courtyard. "Weiss! What is the big deal!?" Who is it? Who is _she_!?" Ruby asks after catching up with her partner alongside Peter.

Weiss stops and smiles at the sight of, "Winter."

"Really? What's she doing here?" Peter asks, slightly surprised to see Weiss' elder sister, escorted by crimson-colored Atlas Soliders and Atlesian Knights as she exits her airship.

"Wait…Your _sister_?" Ruby remarks in confusion.

Weiss cups her mouth to get her sister's attention with a shout, "Winter!" before the three run up to the elder Schnee as she turns to see them, "Winter! I'm so happy to see you! Oh…" Weiss suddenly curtsies to be formal to her sister, "Your presence honors us."

"Beacon…" Winter looks around as she approaches the trio, "It's been a long time. The air feels…different."

"The school _did_ catch on fire a little while ago. Could probably still smell the smoke in the air." Peter greets the specialist with a little joke, "Long time no see, Winter. Happy to see you're doing well after recovering from Devil's Breath." He smiles.

Winter replies with a little smile herself at the boy, "Thanks to you, Peter Parker. Your cure help saved a lot of lives that day. The kingdom of Atlas is in your debt." She thanks him for his assistance during the Devil's Breath outbreak.

"Don't mention it. I love helping people. You were sick and your sister asked for my help. Couldn't say no." Peter smiled while being modest.

"And I am grateful that my sister found herself in your company." Winter replied while looking at her little sister, who feels a little embarrassed and blushing a little on the cheeks. "You were a true huntsman long before it was made official." She compliments him, implying that she's aware of his new huntsman status.

"Wait, how-You _know_?" Peter remarks, calmly shocked that Winter seems aware of his superheroics as Spider-Man.

"General Ironwood informed me for good reason." Winter replied, confirming she knows he's Spider-Man.

"Ughhhh…" Peter groans, fearing others in the military might also know he's Spider-Man now that he's their newest Specialist.

"Rest assured. We respect your privacy. Only me and the General know the truth within our ranks." Winter assures him that no one else in the military knows he's Spider-Man.

"I suppose I can trust you. You're Weiss' sister after all. Yet you oddly remind me of Maria Hill except you look more elegant and hopefully less bossy." Peter quipped, deciding to trust Winter with his secret.

"So, what are you doing here?" Weiss asks her big sister.

"Classified." She responded stoically.

"Oh, right. Well, how long are you staying?"

"Classified."

"Of course." Weiss nods and smiles in understanding.

Ruby Peter looks pensively around in the silence. "Well…this is nice…I think."

"Might I recommend an icebreaker?" Peter jokes to break the awkward silence, earning a punch to his shoulder by Weiss for that terrible pun, causing him to gasp in pain while she turns back to her sibling.

"You're going to love it here!" Weiss said excitedly to her sister. "I know you travel a lot, but so much of Beacon is different from Atlas!" She claims. "Vale, too." She discreetly whispers. "The government and school are completely separate! Can you believe it!? I-!"

"I'm more than familiar with how this kingdom handles its…_bureaucracy_. That is not why I came." Winter coldly interrupts her sister's babble.

"Right! I'm sorry!" Weiss apologizes.

"Why _did _you come here? Does it have anything to do with Goblin?" Peter asks the elder Schnee.

"He has been on everyone's mind as of late." Winter answer vaguely. She turns to her security, "Leave us." The Knights obey, walking backwards into formation as she sighs and smiles a little more warmly at Weiss, "How have you been?"

"Oh, splendid!" Weiss ecstatically responded. "Thank you for asking. I'm actually in the very top ranking of our sparring class! And the rest of my studies are going wonderfully, too! I'm-!"

Suddenly, Winter slaps her sister on the head, leaving a massive bump up there, "Silence, you _boob_! I don't recall asking about your _ranking_, I'm asking how you've _been_. Are you eating properly? Have you taken up any hobbies? Are you making new friends?"

"Well, you've met Peter." Weiss gestures to the outworldly hero.

"Yup." Peter politely nods with a smile.

"And there's Ruby." Weiss gestures to her young partner.

Ruby giggles as she pushes the lump back into Weiss' head, "Heh, _boob_."

"I see. So this is the leader you wrote of. How appropriately... underwhelming." Winter describes while looking at the scarlet leader.

"Uh…Thank you!" Ruby responded awkwardly, taking it as a compliment.

"Greetings, Ruby Rose. I wish to thank you for taking an interest in my sister." Winter thanks her.

"Oh! Uh, yes, of course!" Ruby attempts to salute and curtsy, "The honor is in my…court!" She said, nearly losing her balance with this gesture, waving her arms until she can get back up, earn a stern disapproving look from the specialist for a moment.

"I have business with the General and your Headmaster. But, seeing as I'm early, why don't you take me to your quarters?" Winter requested.

"Really?" Weiss responds, as the Schnee sisters begin walking towards the academy, followed by the androids.

"Yes. I wish to inspect them and make sure that they are up to my personal standards." Winter replied.

"Of course. Just so you're aware, the bunk beds only _look _unstable." Weiss warns her sister.

"_Bunk _beds?" Winter emphasized, as the sisters leave Ruby and Peter by themselves.

Ruby waves goodbye behind the sisters, "We'll catch up- I mean, I will…reconvene with you both at a later…" She pauses with her hand on her head, wracking her brain for the right word, "Juncture!" She raises her finger, before steps out of sight to the left with Peter, "At a juncture. Yeah."

"Let's go before you continue embarrassing yourself." Peter quips as they walk away together.

**BGM-RWBY OST-It's Brawl in the Family**

The Schnee sisters and the androids were walking towards the courtyard until a certain someone dizzily sneaks up behind the AK-200s and promptly decapitates one, before kicking its head towards the group shouting, "Hey!" getting their attention as Winter recognizes the drunk man as Qrow Branwen, "Yeah, I'm talking to you, _Ice Queen!_" He tosses the decapitated machine aside.

One of the automated soliders advances towards the drunk with their rifle raised, but Winter blocks it with an arm thrust and a loud, "Halt!"

"Excuse me!" Weiss angrily walks up to the offender's face, "Do you have any idea who you are talking to!?"

"Ssssshhh." Qrow shushes her while placing a hand on her face. "Not you." He pushes her out of his way as he moves forward, looking at the irritated Winter as he clarifies, "You!" A raven perched on a lamp post before flying off and circling past the group, "Saw that gaudy ship of yours in town. I guess you're here too."

"I'm standing right before you." Winter retorts, looking annoyed.

Qrow squints through his hazy state of mind, "So it would seem."

"You realize you just destroyed Atlas Military property." Winter told him.

Qrow looks at his surroundings, "Oh, oh I'm sorry. See, I mistook this for some sort…of _sentient _garbage." He sarcastically apologizes.

"I don't have time for your immature games, _Qrow_." Winter walks over to face the drunk huntsman.

"Wait, you two know each other?" Weiss asks while approaching her sister.

"Geez, you Atlas Specialists think you're so special, don't you?" Qrow responded.

"It's _in _the title." Winter calmly retorted.

"Well, you know what you really are? A bunch of sellouts. Just like your boss." Qrow insults the military, which angers the elder Schnee.

"I'm not sure what you _think _you're implying, but I've heard enough." She retorted.

"Oh I heard too. I heard ol' Ironwood finally turned his back on Ozpin." Qrow claimed.

"Ozpin?" A confused Weiss questioned.

"Weiss, it's time for you to go." Winter shoves her aside.

"What-?"

"Listen to big sister, Weiss. She'll protect you. Just like Atlas is going to protect all of us, huh?" Qrow mocks the military.

"If you won't hold your tongue, then I will gladly remove it for you!" Winter draws her sword, having heard enough of his insults and is ready to knock out Qrow for them.

"Alright then…" Qrow slicks back his hair, "Come take it." He provokes her.

**BGM End**

**BGM-RWBY OST-Qrow vs. Winter**

The square clears as the surrounding crowd is about to witness a faceoff between Drunk Huntsman Qrow Branwen and Atlas Specialist Winter Schnee. At an incredible speed, Winter charges at Qrow, making several quick, but futile thrusts at Qrow's head as he swiftly bobs away from the blade, teasing her with several faces until he mockingly bows towards her. A downward strike is blocked by the base of Harbinger, right before he tosses it in the air and points it towards Winter. The two openly clash blades as Qrow lands a downwards strike, and aggressively swipes at Winter, forcing her to do a series of back handsprings away from the greatsword and eventually block it. The two spin and trade blows as Ruby enters the crowd next to her teammate.

"What's going on?!" Ruby asked.

"Some crazy guy just started attacking my sister!" Weiss told her.

"Oh no! Who would do such a th-." Ruby looks at Winter's opponent as she excitedly recognizes him, "That is my UNCLE!"

"What?!" Weiss reacted in surprise that Qrow is Ruby's uncle.

"KICK HER BUTT, UNCLE QROW!" Ruby cheers for him loudly.

"Uh…Teach him respect Winter!" Weiss decided to shout her own encouragement to her sister.

Both Winter and Qrow parry each of their foe's strikes with rapid speed, as Winter dodges a two-handed swing before smacking Qrow's left cheek with the pommel of her saber. But Qrow grins as his left eye flashes brightly and Winter is forced to leap away with a glyph as Qrow slams his sword on the ground, shattering the pavement.

Winter then breaks away from the midair crane stance as she lands near a lamppost, which is subsequently destroyed with a swipe from Qrow. Winter then leaps above him and dodging his swings, finally leaping on top of his sword, then giving him an excellent view of her foot as she kicks him in the face. Winter backflips onto the stump that used to be a lamppost, but then leaps off onto a railing high above, right as Qrow throws his sword at the stump. Qrow transforms his weapon, firing a cannon shot at Winter and forcing her to jump onto the side of a concrete, arched pillar. She uses her sword to stay on the vertical surface until Qrow runs forward and tries firing more blasts at her, which she dodges by scaling the pillar's face and eventually leaping onto the archway itself. Qrow follows suit on the opposite structure, firing off round after round at his opponent.

Qrow then searches for Winter as he sees a cloud of white steam consume her, narrowing his gaze. Suddenly, Winter flies towards him, separating her bifurcated saber into two, and Qrow blocks her attack. The arch collapses from the force, causing the two to crash back down to ground level, continuing their furious attacks towards each other. Qrow is forced backward and drags his sword in the ground to slow to a stop before holding it in a one-handed stance, to the cheer of the audience.

Winter then stabs the ground with one of her swords, summoning a glyph that creates a flock of small white Nevermores, which begin flying towards him. Qrow swings his sword at the flock, causing a few to burst into small clouds of steam. He then sends an Aura arc at Winter, causing her to jump back and putting an end to the birds. Winter angrily summons a second glyph behind her, and the blade of Qrow's sword begins to transform in a sequence initiated by its clockwork gears. But suddenly, his gaze travels elsewhere, and he suddenly sheaths his sword, instead beckoning his bewildered opponent to come at him with his right index finger. Winter propels herself forward, screaming in rage and preparing a thrust towards Qrow, just before a commanding voice is loudly heard in the courtyard, stopping her blade's point mere inches away from Qrow's neck.

**BGM End**

"SCHNEE!"

Winter looks behind her to see General Ironwood standing behind her, with Penny behind him. "General Ironwood, sir!" Winter lowers her blades as she addresses Ironwood at about face.

Then another voice caught their attention as he enters the scene with a joke, "Hey, hey! What was with the playground fighting?" Spider-Man lands behind Qrow, earning loud cheers from his surrounding fans.

"Spider-Man?!" Winter remarks in shock from his sudden appearance.

"Well, if it isn't everyone's favorite new friendly neighborhood Spider-Huntsman. Pleasure to finally meet ya, webhead." Qrow greets the hero with a smile.

"If you two are _that _upset 'bout the Vytal Festival tournament being cancelled, take that out on Goblin. We don't want to start _another_ war between Ice Queen the First and a drunken old man." Spidey joked.

"I'm drunk, but not old, kid." Qrow quipped.

"What in the world you do think you're doing?" Ironwood angrily asks while approaching the specialist with Penny by his side.

"He started the altercation, sir!" Winter blames Qrow for the provoking the fight in the first place.

"That's actually not true. _She _attacked first." Qrow quips, putting his hands behind his head in a relaxed stance.

"Is that right?" Ironwood remarked.

"Don't look at me. I just got here." Spidey quipped.

Winter searches for words, only to realize Qrow is right and looks down in shame. "And _you_." Ironwood stares at Qrow, who points to himself in mock confusion, "What are you doing _here_?"

"My hostility sense is tingling." Spidey joked.

"Now, now, everyone." Ozpin suddenly intervenes beside Professor Goodwitch, "Like Spider-Man said, we don't have time to fight amongst ourselves. We have bigger fish to fry if we want to survive." He said while swirling his cocoa.

"Break it up, everyone! We will take care of this mess." Goodwitch glares at Ironwood, Winter, and Qrow, as a gesture to follow her and Ozpin.

"Let's go." Ironwood said stoically, as he and Winter leave with Goodwitch and Ozpin.

Before walking away, Penny notices Ruby and Spider-Man and quietly waves to them, while they wave back. Ruby then leaps giddily onto Qrow's arm, shaking her legs in delight, "UNCLE QROW!" She hangs on Qrow's outstretched arm, "Hi. It's go good to see you! Did you miss me? Did you miss me?!"

"Nope." Qrow quips, as they share a grin before he pats his niece's head.

"Qrow!" Ozpin shouts, as the huntsman turns to look at the headmaster while Ruby gets dropped. "A word, please." He requests while Goodwitch repairs the courtyard using her telekinesis.

"I think I'm in trouble." Qrow said to his niece, jokingly and discreetly.

"You did kinda tear up our courtyard." Ruby remarked.

"Yeah, I did." Qrow winks and gives her a fist bump, "Catch ya later, kid." He then walks off to join the others.

"So that was your uncle." Spider-Man says, walking up beside Ruby alongside a cross-armed Weiss. "The way you two interacted with each other reminded me of Uncle Ben." He said, reminiscing the good times with his deceased uncle.

"Sorry, Peter." Ruby apologizes, feeling ashamed for potentially bringing up bad memories.

"That's okay." Peter grinned.

"And suddenly, her recklessness makes sense." Weiss remarked.

"You're just mad because he whooped butt." Ruby playfully nudges her partner's shoulder.

"That was a draw, at best!" Weiss argues, but Ruby's grin says otherwise.

* * *

**That evening at Ozpin's office…**

Ironwood is waiting with his arms crossed while Winter is impatiently pacing about. Suddenly, a smirking Qrow, accompanied by Goodwitch and Ozpin, arrive in the elevator. Winter was quick to angrily shout at him, "What were you thinking!?"

"If you were one of my men, I would have you shot!" Ironwood chastise the drunk.

"If I was one of your men, I'd shoot myself." Qrow quips, pulling out a flask as the three enter the room.

"While I wouldn't _condone_ his behavior, retaliating like you did certainly didn't help the situation." Goodwitch criticizes the specialist.

"He was drunk!" Winter argued.

"He's _always _drunk!" Goodwitch retorts, as the four turn to Qrow to see him drinking from a flash. His eyes widen he notices them staring, and he holds the flask out to the side, looking at it awkwardly before grimacing.

Ozpin stares at him in shock for a moment, then sighs and sits down at his desk, "Qrow, why are you here?"

"You've been out of contact for weeks! You can't just go dark like that in the field!" Ironwood said.

"I'm not one of your special operatives, _Jimmy_!" Qrow quipped.

"General." Winter angrily corrects him.

"Whatever. You sent me to get intel on our enemies, and I'm telling _you_, one of them has control of _each_ kingdom." Qrow states, referring to the Goblin King.

"We know." Ironwood leans against Ozpin's desk.

"Oh! Oh, you know! Well, thank goodness I'm out there risking my life to keep you all informed!" Qrow retorted.

The general exhales, "Qrow-!"

"Communication's a two-way street, pal. You see this?" Qrow interrupts as he pulls out his Scroll and points to it, "That's the SEND button."

"They had reason to assume you'd been compromised." Winter conversed.

"And I have reason to assume you don't need to be here." Qrow insults, pointing at her, "Seriously, who invited her?"

After a moment of silence and without looking at her, Ironwood orders, "Schnee, we'll discuss this incident back at my ship."

A surprised Winter remarks, "But sir!"

"Winter." Ironwood retorts with a stern stare. "Leave."

Respecting his wishes, Winter salutes the general, "Yes sir." And then turns on her heel and gives the winking Qrow a dirty look as she exits via the elevator.

Ironwood gestures to Qrow to continue, "Go on."

"Ironically, thanks to Goblin, we know that Cinder Fall wasn't just another pawn. She's the one responsible for Autumn's condition. And while she's on the run, Goblin managed to take _complete _control of Vacuo since it lacks a government. Every corner beside their academies is corrupted by his influence." Qrow informs tem before taking a drink from his flask once more.

**BGM-Mega Man ZX OST-Fate – Deep-Seated Grudge (Tunes Ver.)**

"What?" Goodwitch remarks from both shocking reports, as it sounds like Goblin is operating somewhere in Vacuo.

"Despite what the world thinks, we're not just teachers, or generals, or headmasters. The people in this room, the leaders of the other two academies, we're the ones that keep the world safe from the evils no one even knows about!" Qrow gets up in Ironwood's face, "It's why we meet behind closed doors, why we work in the shadows. So you tell me, James, when you brought your army to Vale, did you think you were being discreet, or did you just not give a damn!?"

'_You can't blame our current predicament on Ironwood.' _Madame Web's voice suddenly speaks to everyone telepathically, surprising Qrow as they all see her appear in the room in her astral form, _"We've ALL been manipulated by Goblin one way or another."_

"Who the hell is this old chick?!" A surprised Qrow remarks with his eyes widen.

"She calls herself Madame Web. She's a psychic from Spider-Man's dimension that can see into the future." Ironwood calmly introduces him to the spider-psychic.

"A psychic, huh? Think we should replace her with you as a part of our inner circle?" Qrow jokes, angering the Atlas general as he growls at him.

"Enough, gentlemen!" Ozpin slightly raises his voice to shut them up, which they do as he turns his attention to the outworldly psychic, "A pleasure to see you again, Madame Web. What concerns have you brought to us this time regarding our future?" He asks her.

Madame Web replies, _"It regards our current war against the Goblin Nation. As you know, I am a watcher of the Web of Life that allows me to perceive multiple visions of the future. Thanks to your efforts, you have done well preventing one dreadful future where the Goblin King successfully kills Spider-Man and conquers Remnant." _She projects the Great Web into the room and between its threads shows them a glimpse of an alternate future with a winged Devil Goblin holding the burning mask of Spider-Man while standing in the middle of a burning Remnant.

"A winged Goblin? Glad we prevented that catastrophe." Qrow jokes, crossing his arms.

"_Yes, but in its place rises a DARKER future. The prophecy that I've been dreading the most this whole time." _Madame Web remarks, establishing that the future has changed.

"What prophecy?" Goodwitch questioned.

"_Dark forces will soon be assembled under the Goblin King's command to counter the light. Worlds will collide like never before; in ways you CANNOT imagine. All life stands upon the edge of extinction." _Madame Web describes her visions cryptically. _"Even your enemy, Salem, is powerless against the coming armageddon." _

"You know about her?" Qrow remarks in shock that this mysterious psychic seems familiar with Remnant's worst threat.

"_Of course. I know a great many things of your world. While I would agree that her creations can be considered 'fear incarnate', true evil lies in the wicked heart of Norman Osborn, as you will continue to learn during this venture." _She said, claiming that Osborn is more evil than Salem.

"How do we prevent the coming armageddon? There's gotta be _something _we can do." Ironwood impatiently urges for some useful answers.

"_Keeping a levelhead is a good start." _Madame Web calmly jokes towards the general. _"Mastering the ISO-8's power will also boost our chances of survival. And though he can be 'overbearing' sometimes and has worse luck than Qrow, Spider-Man plays a crucial role in our fate. His presence and 'connections' are the key in preventing the end of all." _She offers them some helpful advice.

"And that's why we found it appropriate to choose him as our _guardian_. Our symbol of comfort. The strength to inspire others and never give up against impossible odds." Ozpin said, agreeing with Madame Web that the webslinger is their best chance at defeating the Goblin King.

**BGM End**

* * *

**Meanwhile at Peter's Lab…**

Peter's alone in his workshop completely focus on his work on the computer as he is close in unlocking the complete encryption on Osborn's files that'll tell him everything that he needs to know. "Synthesizing a cure for the Oz Formula should take me another day, but I'm close cracking the encryption on these files. C'mon…" Peter types his fast fingers on the keyboard to unlock the last gates blocking him full access to Osborn's files. After another quick moment of fierce typing, he finally cracked the encryption, "Booyah! Full access!" He starts searching through the secret files for useful answers, "Hmm. None of them say anything about a Cosmic Cube. But anything on a secret base?" He clicks on the file that seems to answer his question as he smiles in success, "Bingo."

He grabs his Scroll to call Ironwood and hope he's still awake to answer it. And thankfully he is as Peter quickly talk to him, "General, good news. I _know _where Osborn is hiding." He states with a confident smile, now learning the location of Goblin Castle.

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: We have a few returning characters who haven't been seen in a while, specifically Qrow and Winter. We're also introduced to the High Leader of the White Fang, Sienna Kahn, who unfortunately has already been turned into a mind-controlled goblin and is working under Goblin. Regarding the other interdimensional heroes, we'll see them soon. Team Sonic is schedule to appear in Issue 8 while the Avengers will appear in Issue 9.**

**ssjmichael26: Not sure what you're talking about. Spider-Man is known to annoy both friends **_**and **_**foes. People like Wolverine are gonna find him annoying with his constant jokes.**

**Next time: Coming Conflict!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	53. Vol 3 Issue 3: Calm Before the Storm

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! So that Qrow guy was Ruby's uncle. Why did he pick a fight with Weiss' sister? Looked like he was drunk. Ah, whatever. I have more important stuff to take care of. Nearly done completing a cure to the Goblin Formula and I found the location of Goblin's secret base. Time to make preparations and head out!**

**BGM End**

* * *

_Vol 3 Issue 3: Calm Before the Storm_

**Ozpin's Office**

**BGM-Mega Man Zero 3 OST-Prismatic (Telos Ver.)**

Late at night, the elevator opens into Ozpin's office as Peter Parker walks out to talk with the headmaster. He spotted him, Goodwitch, and General Ironwood by his side, but much to his shock and worry, he also spots Qrow standing with the group as well. "Sup, kid." Qrow greets the young hero with a smile.

"Uh, hi. Wasn't expecting someone like you to be here." Peter replied.

"So, this kid's our webbed guardian, huh?" Qrow remarks to Ozpin, showing that he's aware Peter is Spider-Man.

"Webbed guardian-I'm NOT who you think!" Peter retorts, freaking out a little that Qrow knows his secret.

"Calm down, Peter. You can trust Qrow to be silent with your secret identity." Ozpin assures the teen.

"Sure, trust the drunk who nearly destroyed the school with my secret identity." Peter remarks sarcastically. "I wish you people would at least ASK me for my consent first." He said, a little annoyed for his teachers for not keeping an important secret.

"To be fair, I figured it out when you walked in." Qrow quipped. "You can trust me, Pete. I owe you for watching over my nieces, Ruby and Yang, while I was away. Can't thank you enough." He said honestly.

"You're welcome." Peter nodded.

"So Peter, you said on the phone you discovered Goblin's hideout. Where is it?" Ironwood asks for information on their enemy's secret base.

Peter replies, "Yeah. Osborn built a castle hidden in the mountains of Vacuo. Makes sense. From what I heard, that kingdom's mostly desert and virtually lawless. The perfect place to hide a base of operations while establishing your criminal empire. He's probably already conquered most of the kingdom by now."

"He has." Qrow states with a serious demeanor. "They been using the desert as a playground. Ever since he declared war on the world, crime has been spiking like crazy over at Vacuo compared to other kingdoms."

"Then what are we waiting for? We have to hurry and liberate Vacuo from Goblin's control. We can't allow any more innocent people to suffer, nor can we allow him to complete his cosmic experiment!" Peter responded determinedly.

"Couldn't agree more! I'll assemble our forces, then we'll launch a full-scale assault on his castle tomorrow tonight." Ironwood replied firmly.

"Get some sleep, Peter. Sounds like you have a busy day tomorrow." Ozpin recommended him.

"Good idea. I need to make some preparations. I won't let Goblin get away this time!" Peter declared with a determined look on his face, promising to stop Osborn before he threatens the innocents of this world.

**BGM End**

* * *

**The Next Day…**

**BGM-RWBY OST-Lesson Learned**

In an elegant twilit pavilion, the Schnee sisters are sitting at a simple table with a plate full of croissants and strawberries. Winter is sipping from her teacup as Weiss repeats the news she was just told, "Peter found Osborn's hideout?"

"Yes." Winter sets her cup down. "Our forces plan to launch a full-scale assault on his castle tonight. I was called in the event Spider-Man pinpointed his location while overseeing the transport of additional units to Vale. Our last shipment was lost to an ambush. I believe you had a run-in with its cargo, actually. It's fortunate those Paladins were still in the prototype stage. Otherwise, your team may not have fared so well." She said, causing her sister to sigh and look down dejectedly. She then grabs her sister's hand reassuringly, "Weiss…You've done…well…out here on your own. You should be proud." She said, causing her to smile. "I'll be honest, it was quite amusing seeing father's face the day you left for Beacon."

"I can't wait to show him what I learned!" Weiss smiles, straightening up with her arms crossed.

"Oh? Then what do you think you've learned?" Winter asks, sounding interested.

"What do you mean?" Weiss responds while not directly looking at her sister, "I'm getting better and better with my glyphs! I've even started _Time Dilation_!"

"And what of your _Summoning_?" Winter stares intently at her sibling.

"I…" Weiss sighs and looks away, "You know I can't."

"Don't be ridiculous." Her elder sister responded. "Every Schnee has the ability to summon. We have for generations."

"I've tried!" Weiss splays her hands as she exasperatedly cries. "It's just…it's the _one _thing I've been having trouble with!"

"We Schnees are unique. Unlike many, our Semblance is hereditary. But that doesn't mean it will come easily." Winter lifts her hand to summon a small, elaborate glyph over her palm, "Your Semblance is like a muscle. The more you practice with it, the stronger it will become. But if you only focus on one aspect of it…" The glyph expands suddenly in a bright flash, causing Weiss to turn away before looking back up in awe at the white-and-blue Beowolf now at her sister's side, "If you fail to test the limits of what you think is possible, then you'll never truly grow." She states, causing her little sister to smile at this display of power she hopes to achieve one day.

* * *

**Meanwhile at Beacon…**

"You'll never beat me, old man!"

"You're nothin' but talk, kid!"

"You can do it, Ruby!"

Inside Team RWBYP's dormroom, Yang cheers on her sister as she's playing a video game against their Uncle Qrow. On the holo-screen their using to play their game, one of the pixelated ninjas decapitates the other, with the announcer saying _'Soaring Ninja wins! Total Annihilation!' _Qrow grins at his victory as Ruby lowers her head in shame.

"Ouch." Yang whispers from witnessing her sister's defeat.

"And by the way, don't ever call me _old_." Qrow warns his little niece.

"My turn!" Yang instantly pushes her sibling out of her spot as she grabs the spinning controller from the air.

"Now, where was I?" Qrow wonders, while the game begins again with Yang as the new challenger.

"You were telling us about your last mission!" Ruby pops up from behind the two players excitedly.

"Right, right…" Qrow reminisces of a past event he encountered, having a flashback to an eerie neighborhood that he was walking through, "I'd come across a small village in the swamps west of Mistral. Right off the bat, I knew something wasn't right."

"What were you doing there?" His young niece asked, instantly hooked by his story.

"I needed information." Qrow answered. "Tired from battling Grimm along the way, I decided to start my search at the town's inn. The place was crawling with lowlifes and thugs, even a few Huntsmen that I could only assume had been hired by less-than reputable people for less-than respectable jobs. And that's when it happened."

"What happened?" His older niece asked.

"I was defeated…by the mere sight…of the innkeeper's skirt length!" He joked very happily, until he was interrupted by a thrown dog-head pillow, which Qrow deftly catches much to Yang's ire.

"You are the _worst_!" She glares, as that story distracted her from winning the game, giving another victory to her uncle.

Qrow and Ruby laugh at Yang's anger until the uncle requested, "Best two out of three?"

"So, Uncle Qrow, did you get in trouble with Ozpin?" Ruby jokingly asks while sitting herself on Weiss' bed.

"Nah, me and Oz go way back. We're cool." Qrow casually waves the question off.

Yang scoffs, "Cool for an old guy."

"Not funny."

"So, what are you doing here anyway? I thought Dad said that you would be on a mission, for like…_ever_." Ruby asked.

"Well, a professional Huntsman like myself is expected to get results, as soon as possible." Qrow answers while getting back into the game.

"Yeeeeeeaaaah, I get that." Ruby chuckles. "We're pretty much pros, too."

"Oh, really?"

"Pssh, yeah! Read the news sometime. We _totally_ saved the world while you were gone." Yang quipped.

"Funny, because I heard the world suffered an interdimensional goblin invasion after you _almost_ managed to stop a train." Qrow quips, winning another round and leans over to rub it in his niece's face as she scowls, "But they don't give out medals for _almost_."

"They do, and it's called _silver_!" Ruby remarks resolutely.

"Well, we helped stop his invasion force! Goblin's apparently hiding somewhere in Vacuo and we got some ISO-8 to power ourselves up! This war is as good as done!" Yang remarks, acting cocky and smug.

"Sure, you may be _acting _like Huntresses, but you're not _thinking _like one. You really think four girls and their friends could end a global war?" Qrow asks his nieces.

"I mean, I _did _until you said that…" Ruby taps her fingers together in embarrassment.

"One of our friends _is _Spider-Man." Yang remarked.

"True. The kid has talent. More responsible than most Huntsmen I've met in my life." Qrow acknowledges Spider-Man's abilities, but then starts sounding more serious, "But we can't afford to underestimate a monster like Norman Osborn. He's not only devilishly powerful, but he's _sinisterly_ calculating as well. Make one wrong move and your history. That's what Ironwood can't get through that thick metal head of his."

Yang exchanges a look with her sister before they both stare at their uncle. "You…know the General?" Yang asks him.

"Hey, I know everybody to some extent." Qrow returns to his usual joking demeanor. "Remember, you're talking to a member of the coolest team that graduated Beacon!" He reaches behind him into one of his pockets and pulls out a photo lined with stains and age of four figures: Himself, his twin sister Raven Branwen, his brother-in-law Taiyang, and Ruby's mother Summer Rose. Yang's eyes widen as she stares mindlessly at the photo while he sighs in remembrance, "Team STRQ…That's where I met your parents. We were _pretty_ well known back in the day."

"Well known for crummy fashion sense!" Ruby quipped.

"Hey, we looked good! And I have a number of _inappropriate_ stories to back that up!" Qrow wiggles his eyebrows suggestively, but notices Yang continuing to stare at the picture and puts it away, "But, I'll save those for when you're older."

"Oh, gross!" Ruby recoils in disgust.

"Anyways…" Qrow gets up and walks out, "I'm too old to be hanging out with a bunch of kids. You're gonna cramp my style." He pauses in the doorway and sighs before addressing his family, Ruby and Yang looking up to him and Zwei sleeping on Blake's bed. "Look, just remember that you've still got a long way to go…" He turns around and holds a finger up to express his seriousness, "And don't think for a second that graduating means you're done." He hitches a thumb over his shoulder, "Every day out there is worth a week in this place. You two, you're gonna go far. But only if you keep learning. If you _never _stop moving forward." He exits down the hall, leaving behind immortal words of wisdom to his family.

* * *

**Back with Weiss…**

In the pavilion, a caterpillar is slowly inching around on the edge of a fountain as Weiss points her Myrtenaster at the ground, creating a rotating glyph made of blade symbols with Winter behind her, appraising the effort.

"Excellent form! Now think to your fallen foes! The ones who forced you to push past where you were, and become who you are now." Winter instructs her little sister, as the glyph flickers in and out of existence and Weiss grimaces in concentration. "Think of them, and watch as they come to your side."

Weiss does her hardest to make the wobbling circle follow her will, but eventually dismisses it and stomps the ground angrily, "I can't!"

Winter immediately slaps her sister on the head, "Stop doubting yourself!" She shouted.

"I'm trying!" Weiss turns around to face her sister.

"If this is what you call trying, then you have no hope of defeating the Goblin Nation, let alone succeeding as a Huntress!" Winter suddenly smiles as if an idea has occurred to her, "Why don't you just move back home? I'm sure father would give you a nice job as a receptionist!"

"I don't need his charity!" Weiss looks away, attempting once more to create a summoning glyph, gritting her teeth until Winter places a consoling hand on her shoulder.

"Emotions can grant you strength. But you must never let them overpower you." She advises her, as the attempted glyph flickers and fades once more, though neither of them pay it any attention. "Perhaps after we finish our war with the Goblin King, you continue to explore Remnant, discovering more about the world and honestly, more about yourself." She advised, allowing her sister a moment to absorb this new information until revealing, "It's time for me to get ready." She gives her sister a hug, which is returned.

"It was really good to see you, Winter." Weiss said, breaking off from the embrace.

"Until next time, sister." Winter smiles sadly.

The two Schnees walk out of the pavilion and go in opposite direction, neither of them noticing the caterpillar coming across a miniature, brightened version of a familiar-looking broadsword before disappearing into icy sparkles.

**BGM End**

* * *

**Later at Peter's Lab…**

**BGM-Ratchet and Clank (PS4) OST-Pause Menu**

While wearing a lab coat and goggles, Blake observes a hi-tech machine that's nearly done synthesizing a cure for the ISO-Oz Formula. Once it finished the process, the machine opens up and she carefully takes out several test tubes and hands them over to Peter, "Finished."

"Thanks Blake for helping me out with this. You're a great lab assistant. The lab coat looks good on you." Peter compliments her, while adding the Anti-Goblin Serum into several small spider-like devices for his web-shooters.

"Thanks." Blake smiles. "So will this cure be enough?"

Peter nods, "It should. Using the data from his files, I was able to synthesize a cure for his ISO-Oz Formula. His serum is constantly evolving thanks to the effects of ISO-8, so I need to slow down the evolution before administrating the cure. That's why I modified my repulsors using ISO-8. They share the same properties of my Tachyon Web Bombs that I used to defeat the Elementals, remember? They'll key into the bio-signature of anyone infected with the Goblin Formula and weaken their DNA. That's when I'll inject them with the cure." He explained.

"Will it work on Osborn?" Blake asked.

"Hopefully. But Osborn has been infected with the Goblin Formula since day one. His DNA has evolved so much it might be too unstable for the cure to work on him. At the very most, it should weaken him." Peter theorized.

Suddenly, someone calls Peter through his Scroll as he checks to see it's from Winter before answering it, _'Spider-Man, this is Winter Schnee. Our forces are nearly ready to disembark. Meet us at the docking bay.' _She informs him.

"On my way." Peter then hangs up the call before looking back at Blake, "Heading out. Take care of yourself."

"You too. Good luck." Blake says with a somber expression before hugging him, which he embraces before heading off to the meeting point.

**BGM End**

* * *

**Beacon Docking Bays**

**BGM-Mega Man ZX OST-** **Sky High - Grand Nuage (Tunes Ver.)**

Carrying his Iron Spider Backpack during the night, Spider-Man arrives at the docking bay where Ironwood's flagship is parked. There he is greeted by Winter, Qrow, Penny, the Ace-Ops, and General Ironwood himself waiting for him outside the ship. "My kind of welcoming committee." Spidey jokes, greeting his Atlas allies.

"Glad you arrived on time, Spider-Man. I believe you're already acquainted with the Ace-Ops." Ironwood gestures to Clover Ebi, leader of the Ace Operatives.

"Glad to see you again, Spider-Man. Congratulations on becoming a huntsman and our newest Specialist. Your unique abilities and knowledge of the Goblin King will be crucial winning the war." Clover smiles, shaking hands with the spider-hero.

"Happy to be useful. I'll try not to constantly upstage you Ace-Ops during the whole mission." Spidey jokes, earning a little chuckle from Clover.

"Can't believe you had the audacity making the kid a specialist." Qrow criticizes the general for subtly manipulating Spider-Man into joining his military.

"Don't start, Qrow." Ironwood scowls at him.

"Whatever. Let's get a move on already!" Qrow responded.

"Hey! Wait!" A shout from Ruby's voice caught everyone's attention, as they turned around to see Team RWBY rushing towards the docks dressed in the alternate uniforms they wore when investigating Torchwick a while ago. The team is also joined by Team JNPR, who also looks ready for action.

"Guys!" Spider-Man reacts in shock and happiness to see his friends.

"Salutations, my friends!" Penny smiles, greeting her friends.

"Ruby! Yang!" Qrow remarks in shock.

"Weiss! What are you all doing here?" Winter asks them, as she's also shock to see her sister among these other huntsmen-in-training.

"You said it yourself that I should continue exploring Remnant to learn more about myself and the world, but there won't _be_ a world if Goblin wins. That's why we're here tonight to help you stop him." Weiss firmly told her elder sister, who is slightly surprised by her dedication to justice despite knowing the risks.

"We want a piece of the action too." Jaune says for all of Team JNPR.

"Can't wait to whack more goblins right off to the moon! It's gonna be fun!" Nora expressed eccentrically.

"You children _aren't _ready! This is _war_! This isn't a mission where you shadow a Huntsman!" Ironwood firmly denies the children to join this dangerous mission against the Goblin Nation.

"Oh, yes it most certainly is…An official mission from Beacon Academy." Ozpin suddenly walks into the scene alongside Goodwitch.

"Ozpin!" Spidey remarks in shock to see the headmaster.

"You approved of this?!" An annoyed Ironwood asks him.

"You can't deny their bravery." Ozpin calmly responds. "They fought valiantly against the Goblin Invasion, thus having more experience against his forces than most of us standing here. If it wasn't for them, we wouldn't be here right now. Spider-Man…As our newest Huntsman, I'm putting you in charge of this group." He places Spider-Man to lead Team RWBY and Team JNPR.

Spidey smiles behind the mask, "Ha ha! Nice! Don't worry, Woody. I was an inexperienced teenager when I helped saved the universe a couple of times. Everything will be alright." He jokingly assures Ironwood to allow the Beacon students to join them on this mission.

Ironwood sighs in defeat, "Fine. Let's get a move on." He says while walking into his ship.

"Spider-Man and his amazing friends reporting for duty! Let's go, Web Warriors!" Spider-Man jokes, calling his forces the Web Warriors.

"No, no! We're not calling ourselves that! It doesn't even make sense." Weiss criticizes as everyone walks into the airship.

"Baby steps?" He quips, as the flagship lifts off to the air and flies off to Vacuo to raid Goblin Castle.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Preparations are complete. Now it's time to raid Goblin Castle and liberate Vacuo from his control. We got a double part ahead of us featuring an epic showdown between the Goblin Nation and the Atlesian Military. How will this play out? Find out next time.**

**Next time: All Out Attack on Goblin Castle!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	54. Vol 3 Issue 4: Full Frontal Assault Pt1

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Found you, Goblin! He's hiding in a castle somewhere in Vacuo and have already conquered most of the kingdom. You've gone too far this time, Osborn! Me and my friends won't allow to get away this time! You're finished!**

**BGM End**

* * *

_Vol 3 Issue 4: Full Frontal Assault (Part 1) – The Goblin Kingdom_

**Ironwood's Ship, En Route to Vacuo**

**BGM-Sonic Forces OST-This is Who You Are**

"Spider-Man, where are you? We're about to begin the meeting!" Ironwood requests for his essential presence.

While the Atlesian Military is flying towards Vacuo to assault Goblin Castle, the heroes are gathered in a meeting room inside Ironwood's personal flagship. Team RWBY, Team JNPR, the Ace-Ops, Ironwood, Qrow, Winter, and Penny are either sitting or standing around a roundtable as Spider-Man enters the conference room carrying a box of Webwares.

"Calm down, Jimmy. _You _were the one that was interested in my Webware and wanted to create more for the gang so Goblin wouldn't hack into our tech and eavesdrop." Spider-Man quips as he enters the conference room.

"And I can't thank you enough." Ironwood replied.

"Be grateful I'm not selling these as products of my own company." Spidey joked. "Webwares for everyone! Free of charge! Most advanced communication devices in the entire world! And it comes in your own favorite color!" He hands each hero their own hi-tech wrist device that shares the colors of their user.

"Coooool." Ruby marvels in awe of her own Webware wrapped around her wrist.

"Now, if everyone is ready, I want to review our plan of attack before we arrive at our destination." Ironwood stands with Winter and Clover, as they stand next to a large holo-screen depicting a hologram of Goblin Castle. "Our mission objective is simple: Defeat the Goblin King and liberate Vacuo from his control. Thanks to Spider-Man, we have data on his whereabouts. His forces are hiding inside this fortified base disguised as a desert mountain. We will launch a two-pronged assault from both land and air."

Pyrrha raises her hand as she gets the chance to ask a question, "But what if Goblin's army counterattack?"

"Our forces are merely a diversion." Ironwood clarified. "Goblin will deploy his forces against this frontal assault. Meanwhile, a special forces team will approach the angle on the opposite side and sneak into the base from the rear entrance. Once they break in, they'll destroy the generator room and apprehend Goblin, or at the very least keep him occupied until his power supply is cut off."

"I'll be leading a team to break into the generator room while Ms. Schnee and Spider-Man will lead a team against Goblin." Clover said.

"From the data we've gathered on Goblin's recent 'evolution', the ISO-8 levels in his system have exceeded to _immeasurable _readings." Winter continues with the battle plan, projecting a holo-image of Perfect Devil Goblin on the screen, "Simply put, his powers are near that of a _god_. But, we _can_ counter this with tight coordination and our own supply of ISO-8. Each of you have been supplied with our experimental ISO-Dust crystals to enhance your weapons capabilities, as well as ordinary ISO-8 to enhance your overall fighting ability. In addition to Spider-Man's vast experience with the Goblin and his new cure to counteract his formula, our hopes of victory are at a great possibility." She explained.

"Remember, this isn't a school assignment or a regular Huntsman mission. This is a _war _that'll decide the fate of our entire planet. Goblin wants to conquer this world, and we won't allow that to happen. Follow orders like a solider and do whatever it takes to win." Ironwood said in a serious demeanor.

**BGM End**

**BGM-Shadow the Hedgehog OST-Way to the Ark**

"Ah, you worry too much. This'll be a piece of cake. C'mon, let's go give 'em a surprise!" Spidey quips, confidently cocky and has hope they'll succeed in this mission.

Ironwood scoffs with a small smile, "Alright then. Everyone, make any last-minute preparations and get into position. We'll be arriving at Vacuo shortly. Good luck." He ordered.

**BGM End**

* * *

**Goblin Castle, Throne Room**

**BGM-Shadow the Hedgehog OST-Doom's Eye**

Just like the Atlesian Military, the Goblin King has also assembled his forces to counterattack the inevitable assault, as he expected. His mutated soliders and robots are gathered inside his throne room, with him sitting ominously on the throne while the mutated Neo stands on one side and a solider donned in an Iron Man Armor painted with the colors of Captain America's costume standing on the other.

"_**Our enemy approaches our kingdom." **_Goblin address his army. _**"Go…Show them what I've made of you." **_He orders his superhuman army to get into battle position followed by Neo and the mysterious Iron Man, leaving their king alone in his throne to briefly monologue, _**"Soon, I will witness the genesis of a new universe…" **_He said forebodingly.

**BGM End**

* * *

**Outside Goblin Castle**

**BGM-Marvel vs. Capcom Infinite OST-Battle Theme #1**

The Atlesian Military have finally arrived at their destination in Vacuo as they hover above a rocky desert that surrounds the giant mountain hiding Goblin's secret base, Goblin Castle. Having detected the massive fleet, the Goblin Nation launches several Goblin Ships to the air that deploys a fleet of Skysharks to battle.

Inside Ironwood's flagship, one of his soliders informs the general, "Sir, they're locked onto us."

"All squadrons, mobilize! Attack!" Ironwood ordered his men.

From the ground to the air, the Atlesian Military begin their assault. Fighter planes fire their rockets at the base while dealing with Skysharks, causing explosions everywhere in the sky. On the ground, the goblinfied Neo leads her ground forces consisting of various goblin soliders and Grimm as they quickly go on a rampage against the army of Atlas Soliders and Paladins, causing massive devastation all over the battleground.

The assault has just begun and the battle is already chaotic. Neither the Goblin Nation nor the Atlesian Military are holding back as the outer defense system of the castle begin unleashing powerful attacks in an attempt to destroy Ironwood's flagship. But while both sides are trying to kill each other from the front of the castle, the special forces team consisting of Spider-Man, Winter, Qrow, Penny, Team RWBY, Team JNPR, and the Ace-Ops are watching the fight from another section of the mountain.

"**They're putting up quite a fight!" **Spidey remarks on the epic military battle, equipped in his Iron Spider Armor. He contacts the general through his suit, **"Beta team bug leader to alpha woody! Omega, row cows at 11-86. What's the 411, over?"**

'_In english?' _The general remarks dryly to his terrible humor.

"**You said there was supposed to be a rear entrance, but I don't see any." **Spidey replied.

'_You're supposed to make one.' _He clarified.

"**Just wanted to clarify. Who wants to open the door?" **Spidey jokingly asks his teammates.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-The Fight Rages On**

Elm Ederne whips out her weapon from her back and unveils it as a rocket launcher aim at the mountain, "Knock knock!" She shouts as she fires several rockets at the rear of the mountain, blowing up a huge hole that they use to infiltrate the castle.

"**Introducing the Web Warriors! Eh, still gotta work on that name." **Spidey quips, flying ahead with web shots that immobilizes the incoming guards, kicking one down before repulsor blasting several incoming.

Ruby uses her Semblance to dodge laserfire from War Goblins and Cyber Goblins. One of the laughing War Goblins throw a pumpkin bomb at her from his glider, but she reflects it with a swing of her scythe, blasting the goon off his ride as the rest of Team RWBY are given an opening to assault the guards.

Ren takes cover while Hunter Killers are relentlessly shooting at him. Once he noticed an opening, he quickly reveals himself and shoots down the floating droids to explosive pile of pieces. Jaune uses his shield to bash down a thug, as Nora happily shouts while leaping through the air to slam her hammer on a Spider-Slayer. Pyrrha uses her Semblance to steal a squadron of War Goblin of their laser guns and have them float in midair while unleashing hell on the screaming thugs.

"Keep it up, kids!" Qrow encourages the students while easily slicing down a few Cyber Goblins and Spider-Slayers.

"Don't slow us down!" Harriet Bree says, running along a wall using her super-speedy Semblance and jumps to dropkick a Hunter, landing on the ground and quickly pummeling a small army with her robotic fists weapons.

"**I know a 15-year-old who's faster than you." **Spidey quips, webbing a goblin brute for Elm to brutally smash away with her giant hammer.

"Are you talking about me?" Ruby asks him.

"**I'm talking about a small blue hedgehog." **Spidey remarks, while using a spider-arm to pierce a slayer.

"Seriously?" Harriet responded, finding that statement hard to believe.

"Save the chat for later." Clover pulls a War Goblin into a strong punch using his fishing hook weapon. "Ace-Ops and Team JNPR, you're with me to the generator room. Everyone else, follow Winter and Spider-Man and locate Goblin!" He orders his squad.

"**This castle reminds me a lot of Oscorp. I bet the generator is somewhere deep below us." **Spidey guided.

"We'll check it out. Good luck." Clover responds, running down a hallway with the rest of the Ace-Ops and Team JNPR, while Spidey and Winter leads everyone else down another hallway.

"Spider-Man, where do you propose Goblin could be hiding in this fortress?" Winter asks, swiftly moving forward while striking down opposing forces with sword slashes.

"**Most likely top floor." **Spidey responds, bouncing off a goon to web and immediately slam on several others.

"This castle's huge. What're we gonna do? Take the elevator." Yang quipped.

"That's one option, but it'd probably be booby trap." Qrow remarked.

"Maybe we can smash our way through the ceiling?" Ruby suggested.

**BGM End**

"I have a better idea." Out of nowhere, the heroes heard a mysterious voice followed by a pumpkin bomb thrown at them, blasting them away before they quickly recovered and stood up to confront their foe.

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

Slowly appearing out of the smoke on his goblin glider is a crazy man dressed in the classic goblin armor, wearing a green battlesuit behind a purple tunic while carrying his bag of tricks. "You all go KABOOM!" The goblin adversary cackles maniacally.

Spidey's eyes widen as he distinctly recognizes this type of goblin, **"What the?! Green Goblin?! No way!"**

"Surprise!" Green Goblin replies with a big creepy smile while gesturing his arms out.

"That can't be Goblin! Goblin's a monster!" Ruby remarked, refusing to believe this is the same Goblin they've come to know and hate.

"**Even in the classic style, he was a monster. I recognize the voice and mannerism like the back of my hand. That's Green Goblin before he mutated into a freak." **Spidey said, recognizing this goblin as the classic Green Goblin.

"But how can there be _two _Norman Osborns? Could this one be a clone or something?" Weiss asked.

"It looks like he's an android." Penny easily saw through this Green Goblin as a fake and simply an android, most likely because she's an android herself.

"Oooh, what aperceptive little brat." Fake Goblin flies over the area on his glider with a devious grin. "She's right. I'm just a _simple _L.M.D. created by our king to give our empire that _classic _touch."

"What's an L.M.D.?" Winter questioned.

Spidey explains, **"It stands for Life-Model Decoys. They're robots designed to take the form of a living person, thus making a duplicate of them. S.H.I.E.L.D. is famous using this kind of tech to trick their enemies, but you can't trick us, you Fake Goblin!"**

"I may be a 'fake', but I was created to be _just _as _deadly_ as the original with a bag of nasty tricks and an army at my beck and call!" Fake Goblin cackles, hovering above an army of deadly green-skinned Grimm that slightly resemble Goblin in some creepy way as they form in the hallway to confront the shocked heroes.

"**What kind of Grimm are these?" **Spidey dodges a vicious claw swipe from an Oz Beowolf before punching it away.

"These are the Oz Grimm! The Goblin King mastered the ability to create his own army of Grimm! The Grimm of Goblin!" Fake Goblin laughs, watching his adversaries fighting against his goblinfied Grimm army.

"Goblin can control Grimm now?" Ruby remarks while slashing an Oz Creep.

Qrow leaps back from an attack of a fiery Oz Beringel before slashing it to an explosive death, "Not a lot of people have that kind of power." He remarks before quickly countering more Oz Grimm rushing him.

"Ever watched the Wizard of Oz? Usually a wicked _witch_ is capable of this ability. But the ones I've met are _pale _and would soon be _executed_ in a _Salem _witch trial!" Fake Goblin laughs madly, implying his knowledge of Salem which annoys Qrow while he's defending against some Grimm.

Spidey blinds the LMD with his webbing before flying towards him, **"Let's start one now and rename it the 'Green Goblin Trial'. I'll be your judge, jury and executioner." **He lands on his glider and starts punching the evil android.

"Ha! You?!" Fake Goblin rips off the webbing and punches the hero off his glider. "You'd make a _terrible _executioner! You're too soft for your own good!"

"**But you're a robot, and I need the catharsis." **Spidey recovers while hovering in midair before firing a powerful repulsor blast that damages the LMD's robotic body.

"And thanks to being a robot, my nanites can quickly repair all damage done to my body." The LMD states, as the damage done to his body is quickly repaired. "Ah! Good as new!"

"**Guess I'll just have to try harder and blow you to pieces!" **Spidey dashes at full speed towards him.

"Not if I do it to you first!" Goblin hurls around a barrage of pumpkin bombs that blast the webhead off the air and have him grabbed and slammed by an Oz Death Stalker.

Winter slashes an Oz Grimm into nothing and turns to her team, "Team, I recommend the usage of ISO-8! Use their power to tear through the Grimm and the LMD!"

Ruby flips away from a Grimm and takes out a red ISO-8 crystal from her pocket. "I'll give everything I've got!" She absorbs its energy with a stern expression, finding her body enveloped in a powerful red aura. With this extra boost in power, she uses her Semblance to turn herself into a destructive high-speed projectile that tears through Grimm like they're nothing before appearing in the air unleashing a petal-style shockwave that scatters a group of Grimm.

Weiss uses her blue ISO-8 crystal to grant herself a boost in power with an enhanced aura. A glyph appears behind her as she bounces off it, dashing back and forth across the field at tremendous speed as she performs successive thrusting attacks before finishing off her combo with a powerful ice blast that freezes a good chunk of Grimm.

Blake absorbs a purple ISO-8 crystal to create several afterimages by her side that each unleash their own blade beam that shatters the frozen Grimm to pieces, just as a battle-crying Yang leaps through the air powered up with ISO-8 as she smashes the Oz Death Stalker that hurt Spider-Man into oblivion with one devastating punch.

Fake Goblin snarls in annoyance, "Curse you Huntsmen for using our own ISO-8 against us!" He flies around throwing pumpkin bombs at the girls, until he was knocked off his glider by Penny's swords. Winter lunges to attack him while he's grounded, but the LMD smiles as he quickly shoots her away with a bolt of electricity from his finger blasters. As he gets up, he was assaulted by Qrow, but he managed to jump away from his slashes to throw razor bats at him. Qrow deflects them with his sword, but this left him open for a powerful pummeling from the laughing LMD. Before he could punch Qrow in the face, his fist was caught by a strand of webbing as he's then brutally slam onto a wall by Spider-Man before getting pulled into a brutal punch.

"You can't beat me!" Fake Goblin proclaims as he nears defeat.

"**Wanna bet?" **Spidey reels back a fist before unleashing a powerful punch right onto the LMD's robotic face, knocking him through the air before using two repulsor blasts to utterly smash him through a wall.

**BGM End**

"Ughhhh…" Fake Goblin groans with a body too damaged beyond repair. It falls on his knees before collapsing on his back while his body short-circuits to his destruction.

Spider-Man appears before the defeated LMD and seems curious about something, **"Curious to see what Osborn looks like as a robot while not wearing a mask." **He webs the mask of the robot and prepares to yank it off, **"Probably just same ol' Stormin' Norman…" **He yanks off the mask, but the moment he does, his eyes widen in horrified surprise after recognizing the face behind the mask, **"No…" **He whispered sadly.

Spidey falls to his knees while blankly staring at the maskless LMD Goblin while Ruby and the others rush to his side. "Spider-Man? What's wrong?" Ruby asks him, but he doesn't answer. She looks at the maskless LMD and notices his face doesn't resemble Norman Osborn, but a boy that shares the madman's hairstyle, "That face. That's not Norman Osborn. That's…"

"**Harry…" **Spider-Man sadly answered, causing Team RWBY to gasp in shock.

"Harry?" Winter questioned.

"Harry was Norman's son. He and Spider-Man were best friends before Norman killed him." Weiss explains briefly with a somber demeanor that shocks her sister, Qrow, and Penny.

"His son?" Penny remarks with a shocked gasp.

"He killed his own son and created a duplicate for us to fight?! What kind of sick person would do that?!" Qrow remarks, furious at Osborn's action for tricking them into destroying a robotic duplicate of his son.

"The worst." Blake answers with a scowl.

"**Not again…Harry, I'm so sorry…I should've found some way to save you…" **Spidey reminisces the horrible memories of Harry's death, blaming himself for his best friend's death and was on the verge of tears if Yang didn't comfort him with a hug.

"It's okay. It wasn't your fault." She said softly, as the rest of Team RWBY comfort their devastated friend, while the others feel sad for the poor kid for relieving a nightmare.

**BGM-Mario and Luigi: Dream Team OST-Bowser's Theme**

"_Harry, Harry, Harry…" _Suddenly projecting himself next to the surprised heroes is a hologram of the Goblin King, grinning as he taunts them, _"Even as a recreated LMD slave, you have disappointed your father. You were not worthy to carry out the Osborn legacy."_

"**Osborn, how DARE you…" **An enraged Spidey stands as he glares furiously at the hologram of his worst enemy.

"_What's the matter, Spider? Reliving bad memories? I know what would cheer you up, unless your NEW blonde girlfriend is ALSO afraid of bridges, then I'm out of ideas." _Goblin grinned tauntingly to piss him off.

Yang's eyes instantly turn red with rage as Spider-Man's X-Aura burst out in anger from him taunting the idea to recreate the night Gwen Stacy died, **"I WILL KILL YOU! LOOK WHAT YOU'VE DONE!"**

Goblin scoffs with a grin, _"Is my handiwork never appreciated?" _He laughs as the heroes get increasingly furious with him.

"Osborn, you're just BEGGING to die again, aren't you?!" Qrow angrily asks the hologram.

"_Ah yes, now I remember you. You're that foolish huntsman who helped me achieve the first step towards ultimate evolution. To think you and the Schnee Specialist are still alive. How unfortunate." _Goblin grinned cockily.

"It'll take a lot more than your Devil's Breath to finish me, Osborn." Winter scowls with her retort. "It's hard to believe you were once a decent human being. How could you treat the memory of your own SON this way?"

"_You should ask that same question to your father. Jacques Schnee and I have a lot in common, like how we both have disappointing children. I'm sure in due time he'll perform the same delightful actions as me." _Goblin joyfully implies the thought of Jacques killing his own children.

"Don't kid yourself, Osborn!" Weiss retorts, standing next to her sister. "We may have issues with our father, but he's not the same cold-blooded monster as you!"

"_Then you don't know your own father at all." _Goblin claimed._ "I suppose I should do him a favor. Wiping out his family and deprive the Schnee Company for myself from his dead hands. I have been interested establishing a version of Oscorp in this dimension." _He darkly jokes with a sinister chuckle, disturbing the Schnee sisters.

"**Stop tormenting these innocent people, Osborn! This is between you and me! No one else needs to suffer!" **Spider-Man angrily tells him.

"_Then you should've killed me before I attained immortality, Spider-Man. I assure you, that mistake will cost you DEARLY!" _Goblin warns him.

"**There's more than one way to end you! Show yourself so we can finish this!" **Spider-Man retorted.

"_Not yet, Spider-Man. The fun has yet to begin. Besides, this section of the castle is no proper place for an epic battle. If you are truly serious, then come and face me in my throne room! There we will see the iron behind your words!" _Goblin calmly says, shutting off his hologram while leaving behind an extremely foreboding laughter that leaves the heroes furious and more eager than ever to stop him once and for all.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Can we find any more reason to hate Norman Osborn? Possibly. Wondering who that red-and-blue Iron Man character I teased is? Shouldn't be that hard to figure out the name if you're familiar with the comics, but if you aren't, you'll find out next chapter as we get insight on Goblin's true ultimate master plan.**

**Next time: The Threat of the Dreadful Universal Seed!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	55. Vol 3 Issue 5: Full Frontal Assault Pt2

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! The military launched an all-out attack on Goblin's mountain base. While most of their forces are distracted, I was placed in a special forces team to sabotage his castle from within. Inside, we fought an LMD version of classic Green Goblin, which was really my best friend, Harry. That devastated me. Osborn is just pure heartless. I can't let him get away with this!**

**BGM End**

* * *

_Vol 3 Issue 5: Full Frontal Assault (Part 2) – The Menacing Universal Seed_

**Vacuo, Goblin Castle**

**BGM-Marvel Ultimate Alliance 3 OST-Knowhere to Run**

The battle of Vacuo is ramping up tremendously between the Goblin Nation and the Atlesian Military. Outside the castle, more Atlas fighter planes approach the mountainous region as they go all-out against the enemy's Skysharks. A Goblin Ship unleash a large laser that obliterates a chunk of enemy ships and damage Ironwood's flagship. On the ground, the goblinfied Neo is effortlessly killing the Atlas Soliders firing at her, thrusting her umbrella forward to command more goblins and Grimm onto a rampage. The Oz Grimm viciously tear apart the soliders while a goblin brute goes to town with a Paladin, smashing it into the ground. The Goblin Nation has the edge on the ground battle, until they were attacked by the sudden huntsmen reinforcements from Shade Academy like Teams BRNZ and Team NDGO, slighting putting the battle in the military's favor.

* * *

**Meanwhile inside Goblin Castle…**

The armored Spider-Man, Team RWBY, Penny, Qrow, and Winter continue to fight their way through the technological fortress as they try to locate the Goblin King. **"HAAAAH!" **Spidey delivers a powerful kick to a brute's ribs as he smashes him onto a wall. He quickly flips away from two flying War Goblins throwing pumpkin bombs at him until he yanks the thugs down from their gliders with his webbing, allowing Ruby and Qrow to strike them down with a simultaneous scythe slash.

Weiss and Winter work side-by-side slashing soliders fiercely and swiftly. Blake jumps over a downward punch from a mutated brute while blinding him with her ribbon, allowing Yang to charge at high speed towards him and stun him with a heavy punch to the gut before launching a devastating barrage of punches until she elbows him to the ground. Penny uses her swords to easily defeat dozens of goons until she was knocked away by a thug piloting a R.H.I.N.O. armor. She recovers quickly and lands on the ground, bringing her blades together to form a circular ring as she charges up incredible energy between them.

"Lock-on!" Penny targets the RHINO, as Spider-Man lands next to her with his waldoes unveiled and charging tremendous repulsor energy himself.

"**Here's the big one!" **Spidey remarked.

The two heroes unleash their respective beams that combines into one destructively powerful blast at the RHINO, halting him for a brief moment until he was overpowered and left toppled on the ground and unable to move.

"Are we heading the right way?" Ruby asks, wanting to make sure they're heading towards the throne room.

"**Sending goons is Goblin's way of greeting us. I can sense him with his Spider-Sense. He's **_**near**_**. His throne room is down this hall." **Spidey states with a rare serious demeanor.

"Then let's not keep him waiting." Qrow holds out his weapon, ready for the biggest fight of his life.

"Team, move out and stay on-guard. Remember what's at stake." Winter commands her team, as the heroes rush through the hallway towards the throne room.

**BGM End**

**BGM-Mega Man X8 OST-VS Sigma Demo**

The entrance into the throne room is protected by a big door that has the Goblin insignia decorated in the middle. Spider-Man and Yang waste no time as they ruthlessly bust open the door with a united punch, toppling the door down as the heroes fearlessly enter the throne room and glare when they spotted the heartless Goblin King sitting calmly and patiently, staring back at them with a devious grin.

"**We finally found you, Osborn. Today you answer for your crimes against Earth and Remnant!" **Spidey declared, while the heroes confront the interdimensional criminal.

"_**Spider-Man…Who could have imagined that our rivalry would lead to the end of the world." **_Goblin King said, leaning his head on his lifted arm. _**"The day you gained your powers from Oscorp, the moment your DNA was used for my Oz Compound, the seed had been planted. That's when it all began…The destruction of the world!"**_

"**I've heard about enough of this garbage, Osborn!" **Spidey retorted, fed up with his crazy talk.

"_**Don't get angry, Spider. I'm actually indebted to you. It is because of you that my children will be responsible for the creation of a new universe." **_Goblin said, confusing the heroes.

"Children?" Ruby remarks in confusion.

"What do you mean?" Qrow interrogates him.

"_**For making it this far, you have earned the right to learn the secrets of my experiment. Behold." **_Goblin reveals to the heroes a hand-size floating blue energy cube with a red circular center within.

Spidey gasps in shock after recognizing that item, **"That's a…Cosmic Cube!"**

"That's the artifact you told us about?" Blake remarked.

"_**Like Octavius before, I used ISO-8 to create my own style of a Cosmic Cube, unlike anything our universes have ever seen. This is the Universal Seed, and it's already being filled with energy thanks to you." **_Goblin explained.

"**Universal Seed? What does it do? How are you acquiring this much energy?" **Spidey questioned.

Goblin explains, _**"As you know, my Goblin Nation have been exposed to ISO-8 through my ISO-Oz Formula. When you heroes fight my children, a rift in space-time is generated. From this rift, my Universal Seed absorb huge amounts of limitless energy. Once it's complete, the Seed can be used to give birth to an entirely new universe where I will rule as a god."**_

"So all that crazy talk about creating a new universe was TRUE?" Weiss remarks in horrified shock of his ultimate plan.

"If you did that, what would happen to the world we're living in?!" Ruby asked.

"_**More than likely the world you live in will be destroyed, according to the data I gathered from those other dimensions I destroyed during my downtime to help me devise the perfect means to create the Universal Seed." **_Goblin grinned maliciously after explaining his ultimate plan to the heroes.

"What the hell?!" Qrow shouts, just as horrified as the rest of his allies.

"**Norman, no! No one can't be that insane! Not even you! You're literally planning on recreating the BIG BANG! This is the SECOND time in recent months someone created a Cosmic Cube using ISO-8! They're too hard to control! First Octavius, now you! The universe isn't meant to be warped all the time by jerks like you! Aren't you worried about BREAKING reality?" **Spidey argued with his insane nemesis.

"_**Oooh, you haven't noticed? Our worlds are already bent so far out of shape their bound to SNAP! But the damage will be moot once I create a new reality, which requires you to help me complete the Seed." **_Goblin gleefully smiled.

"**Why the heck should we help you?" **Spidey asked, thinking of not fighting his soliders if it means stopping his Universal Seed.

**BGM End**

**BGM-Mega Man X7 OST-Sigma's Theme**

Goblin laughs, _**"You can't help it! You goody two-shoes can't STAND to watch an innocent in peril. I have something I want to show you. A gift…just for you." **_He said as he presses a button on his throne to summon his gift into the room.

"**It's not my birthday, Normie, but I appreciate the thought. Why don't we just duke it out and you hand us the Seed and call it a night?" **Spidey quips, until his Spider-Sense alerts him to a powerful enemy standing behind the heroes, who all simultaneously felt their presence the moment they showed up. **"There's something behind us isn't there. A cake maybe?" **He casually joked.

The heroes turn around to be confronted by a Frankenstein-like goblin with muscular blue skin and wearing ripped yellow pants. There are numerous wires streaming down his back while he's holding two sizable steel bars as weapons. Parts of his body spark out shocking amounts of electricity that nearly fry the heroes if they didn't dodge in time. _**"You're looking at my greatest creation, beside the Universal Seed of course. I created him to destroy you, Spider-Man. I just gave him his final Oz injection." **_Goblin explained.

"**Not a cake! YOW!" **Spidey and the others quickly jump away from the powerful bolts of electricity fired from the electric goblin.

"_**Destroy them, Proto-Goblin! Kill for Daddy!" **_Goblin cackles maniacally, watching his Proto-Goblin unleashing everything he's got against the heroes from the comfort of his throne as their battle will help fuel his Universal Seed.

**BGM End**

* * *

**Meanwhile with Team JNPR and the Ace-Ops…**

**BGM-Marvel Ultimate Alliance 3 OST-Into the Fray**

An explosion knocks down the door into the generator room as the other heroes barge into the large, circular chamber surrounding the massive nuclear reactor that's powering the castle. Numerous guards immediately fire on the intruders just before one of them got knocked down by Clover, "We're in! Harriet, Marrow, Ren, plant the charges on the reactor and set them for 10 minutes! We'll cover you!"

Those three listen to their orders and rush towards the reactor. Ren shoots down the Hunters firing on them as Marrow uses his Semblance by shouting, "Stay!" and freezes a squadron's movements for Harriet to quickly knock down. They then plant several explosive charges around the reactor and sets each of them to 10 minutes before detonation.

"Charges set!" Harriet told her leader.

"Then let's move out!" Clover gestures his team to rush towards the exit, but the door suddenly sealed itself shut behind a thick wall, trapping the surprised heroes inside the generator room.

"We're locked in!" Marrow remarks in surprise.

Then, the heroes were confronted by the patriotic-looking Iron Man as he lands between them and the sealed door with the classic Iron Man landing pose. **"Halt, intruders." **He spoke in a cold, emotionless tone as if he's a robot.

"Who are you?" Clover asks their mysterious foe.

"His armor reminds me of Spider-Man's." Pyrrha compared.

"Looks more 'Iron Man' than 'Iron Spider'." Nora quipped.

"**I am the Iron Patriot, loyal enforcer of the Goblin King. But you may remember me from my previous identity, MACH-X." **Iron Patriot distracts them with his true identity as he unveils his missile launchers and fires on them, blasting them around the chamber as he flies to the air.

"Mach-X?! Impossible!" Clover remarks in shock.

"Spider-Man and Blake destroyed you months ago!" Jaune points at the reborn android.

"**The Goblin King kept a back-up file of my programming and uploaded me into this repurposed battle suit that we stole from Tony Stark of another dimension before we destroyed it." **Iron Patriot flies above the heroes, using the air to his advantage as he rains down powerful repulsors that blows them away.

"Slow him down!" Clover ordered.

"On it!" Pyrrha uses her Semblance to suspend the armored android in midair, allowing Vine Zeki to generate Aura Vines through his Semblance and extend his arm to pin the android to a wall.

"**One of you possess a magnesium Semblance, but it is futile against the Anti-Magnetism function of this armor." **He activated, nullifying Pyrrha's power over him before using his super-strength to break free from Vine's aura vines, then unleashes repulsors to blast them onto a wall. **"My armor is more advanced than ever. Superior to the technology of Atlas. Observe." **Using his new ISO-8 power core, he boosts his power tremendously while surrounding himself in a frightening bluish-red aura.

"Robots can't have auras." Nora argued.

"You'd be surprise." Clover remarks, referring to Penny. "This is ISO-8 we're dealing with. Its true capabilities are still unknown to us."

"**Give up and perish along with this castle." **Iron Patriot threatens, flying towards the heroes to continue fighting, stalling them until they blow up along with the castle.

* * *

**Meanwhile at the Throne Room…**

"**You're not the most **_**energy **_**efficient device, are you?" **Spidey quips while jumping away from Proto-Goblin's electric bolts.

"_**You can't defeat me!" **_Proto-Goblin blasts the webhead away. He quickly gets slashed by Ruby until he blocks the second strike with his steel bar, but was knocked away by a swift kick to the face from Blake. While stumbling, Qrow and Winter double-team the mutant until they were blasted away by his powerful burst of electricity.

"This guy is as strong as that Zzzax monster." Ruby compared.

"**Maybe so, but we've gotten stronger since then! Attack him from a distance!" **Spidey fires a repulsor barrage in conjunction with his friends' projectiles to keep the monster at bay.

"_**That will not help you! You greatly underestimate my creation!" **_Goblin King laughs, watching his creation about to slam his electrified weapons onto the ground.

"**Spidey-Sense. Everybody move!" **Spidey shouts, jumping out of the way as the monster slams the ground and unleashes a powerful electric shockwave that electrocutes the other heroes to the ground nearly unconscious, much to the webhead's anger. **"Nobody, and I mean NOBODY…!" **He web-strikes brutally onto Proto-Goblin before sliding under him and smashing him away with a repulsor-powered punch, **"Hurts my friends!"**

"_**You're hurting them yourself. The more you imbeciles continue fighting my ISO-8-empowered soliders, the more energy my Universal Seed absorbs. Let me show you a demonstration of its power." **_Goblin uses his new cosmic seed and empowers his Proto-Goblin with a tiny portion of its power, which was enough to increase his power considerably and grant him a cosmically-empowered yellow aura.

"_**YYRRRAAAAH!" **_Proto-Goblin roars with the new power he was granted by his master. With this amazing increase in power, he effortlessly smacks Spider-Man and sends him flying onto a wall, forming a crater upon impact. Yang tries attacking him but was slam to the ground by his weapons. Winter propels herself from a glyph and uses her dual-blades to slash the creature relentlessly from different angles at high speeds, but the creature seemingly teleports away as a bolt of electricity, surprising the specialist long enough to get viciously zap to the back and knocking her down.

"Winter!" Weiss shouts in concern for her sister.

"So this is the power of the Universal Seed." Qrow commented.

"Time to utilize my portion of ISO-8." Penny prepares her swords for a powerful laser charged with ISO-8, while she's surrounded with a green aura. "Fire!" She unleashes a powerful green laser that hits Proto-Goblin directly, but then the creature musters enough power to counter with his own powerful electric blast. The two combatants are evenly matched during their clash, until Proto-Goblin pumps in a little more energy into his blast and overpowers Penny, blasting her to the wall severely wounded, revealing some of her metal skin behind her damaged clothing and losing an arm in the process.

"PENNY!" Ruby shouts, after witnessing the near-death of her android friend.

"**Oh my god! Wait a minute. Is she made out of metal?" **Spidey remarks, as the whole gang learns Penny is an android.

"_**The child is a robot. Wasn't expecting that." **_Goblin commented.

"Penny, are you okay?!" Ruby asks, as she and Spidey rush their wounded friend's side.

"I'm…fine…" Penny responds with a weak hiccup, implying that she's lying and is beaten up pretty bad.

"**Hold on a little longer. We'll wrap this up and get you some help." **Spidey assures her.

"_**I don't like seeing TRASH lying around in my throne room. I'll throw it away along with the rest of you." **_Goblin raises his Seed, using its power to open a portal beneath Spidey, Ruby, and Penny as they surprisingly get swallowed up to an unknown destination.

"What did you do?!" Yang angrily shouts at Goblin, demanding to know what he done to her friends.

"_**Though it's far from complete, the Universal Seed has enough power to transport people to other dimensions." **_Goblin answered.

"Where?!" Yang demands as her eyes turn furiously red.

"_**I dumped them into a dark dimension for all eternity. Another testament to the Universal Seed's power. But I should be more worried about myself than your friends if I were you." **_Goblin replied, grinning as he watches Yang nearly get zapped by the cosmically-empowered Proto-Goblin and regroups with the remaining heroes do what they can to win without their three friends.

**BGM End**

* * *

**Dark Dimension**

The dimensional portal opens into a twisted alternate reality where the sky is deadly purple and the terrain is constantly shifting and oozing with ancient evil. Spider-Man, Ruby, and the wounded Penny fall down from the portal, screaming their lungs out as they crash onto a floating rocky terrain.

"Ow, my head…" Ruby rubs her aching head, helping Penny up to her feet as they stand alongside Spider-Man. "Uh, this isn't Remnant. Where are we?" She realizes while glancing at her new dark dimension surroundings.

"The atmosphere feels supernatural." Penny weakly commented.

"**Oh dear, we are SO dead." **A horrified Spidey recognizes this evil dimension.

"You know this place, Spidey?" Ruby asks him.

"**Unfortunately. This is the Dark Dimension, meaning we should run like hell before the big bad flaming boss man shows up." **Spidey quipped.

"Why?" Ruby questioned.

"**Because the guy who rules this place HATES uninvited guests, ESPECIALLY when they're friends with Doctor Strange." **Spidey replied.

"_**WHO DARES ENTER THE DREAD LORD'S DOMAIN?" **_A loud demonic entity suddenly speaks through the realm, surprising and frightening the young heroes.

"**Ah crap."**

**BGM-Marvel Ultimate Alliance OST-Mephisto's Realm (The Gates of Hell)**

Peter's Spider-Sense goes into maximum overload as he and the girls stare at a colossal burst of flames suddenly rising outside the edge of their platform. From the flames forms a gigantic interdimensional entity dressed in demonic black armor and has a flaming skull for a head that he uses to glare intently at the tiny intruders.

"**Uh, hi?" **Spidey nervously greets the mystical lord of the Dark Dimension.

"Spidey…w-who's that?" Ruby's body shakes with absolute fear like never before, nervously pointing at the colossal demon that's terrifying her and Penny with his sheer presence alone.

"**That's Dormammu, and we are DEAD. There's NO point fighting this guy in his own realm. We're toast." **Spidey quips, introducing Dormammu as a near-omnipotent ruler of destruction and chaos.

"_**YOU'RE AN ALLY OF MY OLD ENEMY, DOCTOR STRANGE. FOR WHY HAVE YOU DECIDED TO INVADE MY REALM?" **_Dormammu interrogates his uninvited guests.

"**Dormammu, PLEASE listen to us before you burn us alive!" **Spidey pleads with the dread lord. **"We had NO intention coming here! We are not that suicidal! We were DUMPED here by Green Goblin! Heard of him?"**

"_**THE MORTAL KNOWN AS NORMAN OSBORN? I'VE HEARD." **_Dormammu responded.

"**See, he got his crazy hands on an all-powerful cosmic seed that he wants to use to kill everyone and rule reality, and he decided to use that power to trap us here like we're trash thrown into a trash can. So, uh, if it's not that much of a bother, can you send us back to Remnant so we can kick his butt and prevent the multiverse from getting destroyed? Please? Pretty please?" **Spidey bargains with the omnipotent dread lord, praying that he's honorable enough to send them back and not kill them horribly.

"_**HMMMMM." **_Dormammu thinks about his next decision for a moment while the teens gulp heavily, deeply hoping he'll accept the bargain. They then hear him chuckle ominously as the demon points his humongous palm at the tiny heroes while charging it up with mystical flaming energy that looks extremely potent and lethal.

"**A simple 'no' would SUFFICE!" **Spidey quips before the heroes get seemingly eviscerated by his flames as a giant bright light emits from the area.

**BGM End**

* * *

**Back at Goblin Castle…**

Inside the throne room, the remaining heroes use their ISO-8 to hold their ground against the empowered Proto-Goblin, who's still giving them a slight run for their money while Goblin King enjoys the show from his throne, laughing madly, _**"Even with ISO-8, your hopes of victory are slim. Now my child, annihilate them!" **_Proto-Goblin charges his weapons with immense amount of electricity, intending to kill the heroes with this final attack. But before he had the chance to launch his attack, he was knocked away by a sudden burst of flames that appeared in the room, surprising everyone including Goblin himself, _**"What the?!"**_

**BGM-One Piece Pirate Warriors 3 OST-Battle of the Speed of Sound**

Reappearing in their reality are Spider-Man, Ruby, and Penny, much to their mutual shock and joy. **"What?! We made it back?! WOOHOO, we're not dead!"** Spidey quips in joy.

"_**WHAT?!" **_Goblin yelled in surprise.

"You guys are okay. We were worried. Where did you guys go?" Blake asks her returning friends.

"**To the Dark Dimension." **Spidey casually remarked.

"Wait, Goblin didn't make that up?" Yang quips in confusion.

"How did you escape?" Weiss asks them.

"We bargained with a demon." Ruby answers casually while helping Penny on her feet.

"You did WHAT?" Winter reacts in shock as her eyes widen in disbelief.

Nearby, Proto-Goblin recovers from the surprise burst and stands up confronting his adversaries with a snarling scowl, _**"Come back to die?"**_

"**No more mister nice guy, sparky." **Spidey activates his Perfected X-Aura, blitzing towards the mutant at lightning speed and proceeds to brutally smash him onto a wall with a large webbed fist.

"_**How did you escape the Dark Dimension so quickly?! It's not possible!" **_Goblin scowls, throwing a furious temper tantrum.

"_**Goblin, you are a fool." **_

Shocked to hear that sudden voice, Goblin turns around to find himself confronted by Dormammu himself, _**"Dormammu?! YOU?!" **_He snarls furiously, figuring out it was him that allowed Spider-Man and his friends to return to this reality.

"_**An unstable mortal like you is unfit to wield that cosmic seed. You are tampering with forces beyond your understanding. That, and conquering alternate realities is MY job! No one uses my realm as a trash can!" **_Dormammu mocked, ruthlessly blasting the mutated criminal off his throne while destroying it at the same time.

Goblin furiously growls at the dread lord, _**"You do not scare me, Dormammu! I have achieved power that utterly SURPASSES YOURS!" **_He angrily burst into flames, transforming into the Perfect Devil Goblin and gathering flames to his center before unleashing a large fire blast straight at the dread lord.

"_**You wield power ineffectively." **_Dormammu mocks, unleashing his own humongous fire blast to counter Goblin's as the two hotheads clash intensely.

"Who's the other hothead?" Qrow asks, watching Dormammu fight ruthlessly against Devil Goblin.

"**Don't call him hothead. He's a bit sensitive about that." **Spidey quips while easily trashing Proto-Goblin with his X-Aura. He uses his insane spider-speed to avoid the creature's electric bolts while unleashing his Spider-Fu to swiftly pummel him with powerful punches and kicks. He slashes him with his stinger before bouncing off his body to the air to hover while charging his ISO-8-empowered repulsors, **"Going to weaken your DNA for the coup-de-grace." **He blasts the mutant with his modified repulsors, weakening his DNA and leaving him weak for a moment. Spider-Man briefly manifest a translucent shadow of a Man-Spider behind his back to follow his movements, as they deliver a tremendously powerful twin punch that utterly knocks out Proto-Goblin for good. **"And now to test if my cure actually works." **Spidey fires a spider-like device from his web-shooters, attaching it onto the unconscious goblin as it harmlessly explodes into tiny nano-spider-bots that bite his skin to inject him with the Anti-Goblin Serum, curing this man back to normal thug, **"You're not so scary when you're not all gobliny. Well, maybe a little scary. Yeesh." **He shivered.

* * *

**Meanwhile in the generator room…**

"HAAAAAAAH!" Nora and Elm unite battle-cries as they lunge at Iron Patriot with their respective hammers, but missed when he easily flies away and counters with repulsors that blast them down.

"Stay!" Marrow freezes the android in place, as Harriet jumps off a wall to kick him through the air and smash him onto a wall of his own. Iron Patriot recovers emotionlessly and quickly grabs Harriet's leg, ruthlessly throwing her at Marrow, and just as he shouts, "Stay" to stop her, the android tackles him from his blindspot and blasts him to submission. And before Patriot could kill him with a missile barrage, he was entangled by Clover's fishing hook and yank onto the ground.

"We can't stay here! We have to find a way to escape before those charges detonates!" Clover said to Jaune.

"Got an idea." He responds, turning to Pyrrha and Ren. "Pyrrha, shield throw, and Ren, keep shooting!"

They nod to their orders as Pyrrha throws her shield at Iron Patriot's head, annoying him as he's quickly assaulted by Ren's constant gunfire. "Nora, smash!" Jaune orders her.

"YAHOO! Look out!" Nora lunges toward the android's back and brutally slams him to the ground.

"Gather here!" Jaune commands his team to regroup in front of the thick door sealing them inside the detonating reactor room. As Iron Patriot stands and glares at the kids that dared to annoy him, Jaune taunts him, "You boasted earlier your armor is better than everything else on the planet! Why don't you prove it!"

"**Gladly." **Iron Patriot takes the bait as he charges up a fully-powered Unibeam and unleashes it at Team JNPR.

"JUMP!" Jaune shouts, as the students just barely jumped away as the powerful chest beam blasts a large hole through the door, allowing them to escape freely. "Let's go, go, go!" He shouts as the heroes rush out of the sabotaged generator room.

"**You will not escape!" **Iron Patriot prepares a missile barrage, but was immediately smacked to a wall by Elm before she made her escape. He shakes his head and notices the demolition charges are set to explode in less than 5 minutes. He calmly contacts his master to inform him of the situation, **"Master Goblin. Intruders have sabotaged the reactor room. We have less than 5 minutes."**

* * *

**Meanwhile in the Throne Room…**

"_**What?! I can't believe this!" **_Perfect Devil Goblin retorts, while smashing Dormammu onto a wall, _**"Evacuate all remaining soliders immediately! That's an order!" **_He ordered before getting blasted onto his back by the mystical dread lord.

Nearby, Spider-Man receives a call from Clover, _'Spider-Man, we set the charges! We have less than five minutes! Get out of there!'_

"**Roger that." **Spidey hangs up and turns to his teammates. **"Time to skedaddle, folks!"**

"What about Goblin?" Yang asks, as Goblin blocks a powerful mystical barrage that still pushes him back.

"_**I don't have time for this! We'll meet again, Spider-Man! You have only caught a TASTE of the Universal Seed's power! Soon, ALL of my enemies will fall before the Goblin King!" **_Goblin cackles maniacally, raising his Universal Seed proudly to the sky as he uses its power to teleport himself and all of his remaining soliders, like Neo and Iron Patriot, away from the battlefield, effectively surrendering his victory to the heroes.

Spider-Man carries the wounded Penny and takes to the air, **"Time's a wasting! LET'S GO!" **flying out of the throne room at blitzing speeds while the rest of his allies proceed to leave.

**BGM End**

All the heroes managed to safely escape the mountain base as the demolition charges finally expire, creating a huge, bright explosion. The heroes duck for cover as the impact blows upon them as Goblin Castle is completely destroyed, wiped off the face of the kingdom. Once the dust from the explosion settles and everyone is revealed to have evacuated safely, the Atlesian Military cheered loudly after achieving a big victory over the Goblin Nation tonight.

"We're…alive?" A shocked Weiss asks with a few coughs.

"Seems like it." Ren remarks, feeling weak and exhausted.

"**Ha ha! That was a **_**blast**_**." **Spidey jokes while sharing a high-five with Yang.

"Was nearly _blown _away by that one." She punned.

"Guys, please stop. You're embarrassing me." Ruby groans from the sidelines at their terrible puns while holding onto the wounded Penny.

"Team. Good work. Nice to see everyone got out of there safely." Ironwood smiles while approaching the true heroes of this epic battle.

"**Well, Penny need repairs, but yeah, we did good." **Spidey replied.

"You kids performed remarkably. Some of us wouldn't be here if it weren't for your quick thinking." Clover smiles, complimenting the students while staring at the embarrassed Jaune, who's quick thinking saved them from the trapped room.

"Don't mention it." Jaune chuckled nervously.

**BGM-Mega Man X8 OST-VS Sigma Demo**

Pyrrha approaches the webslinger as she informs him about the return of MACH-X, "Spider-Man, there's something we need to tell you. We just ran into Mach-X reborn in an 'Iron Patriot' suit. Something similar to yours but colored red and blue."

"Mach-X?!" Blake remarks in surprise to hear that their old adversary is still alive.

"**Seriously, he's back and wearing Iron Man Armor?! Tony's not gonna like this." **Spidey quipped.

"What happened to Goblin?" Ironwood asks the heroes.

"He escaped, sir, along with an item called the 'Universal Seed'." Winter informs her boss.

"Universal Seed? Is he trying to grow the biggest tree in the universe?" Nora joked.

"Close. He's trying to create his own universe. And if we continue fighting his war, we'll just help him gain enough energy to create a whole new big bang." Qrow informs all of his allies about the menacing Universal Seed, shocking those who didn't hear it from Goblin firsthand.

"That's insane! That kind of power shouldn't exist!" Ironwood retorts in disbelief.

"_**Ah, but it does." **_Suddenly, the calm and composed Dormammu teleports next to the heroes, surprising everyone while Atlas Soliders immediately lock onto their unknown target, _**"Magic may have been lost to this world for millennia, but it has never experienced the power of the cosmos. Not even the gods who have abandoned this world possessed such power, nor have the abilities to prevent the coming catastrophe."**_

"Am I the only one freaking out we're talking to a monster with a fiery skull?!" Jaune yells while they are being confronted by an interdimensional demon.

"**Well, I know Ghost Rider. I'm used to meeting demons." **Spidey quipped. **"Calm down, everyone! Put the guns away! They won't hurt him anyways!" **He assures the soliders there is nothing to fear, as long as they don't do anything stupid to provoke the dread lord. **"Dormammu, I know you're super-evil and all and also want to conquer existence, but thanks for bringing me and my friends back to this reality."**

"_**In the limited timespan that it has." **_Dormammu replied ominously.

"**What do you mean?" **Spider-Man questioned.

"_**Osborn is playing with power that only the cosmic gods have any right to wield. His arrogance and lust for power has already doomed our realities by instigating the incursions." **_Dormammu answers pretty vaguely, as none of the heroes exactly understand what he's talking about.

"**Incursions?" **Spidey questioned.

"_**Let me show you proof." **_Dormammu mystically summons into his hand a blue brilliant cut gem and a red emerald cut gem, tossing them both to Spider-Man to easily catch with one hand.

"**Wait…I've seen this before. This is a Chaos Emerald." **Spidey recognizes the blue Chaos Emerald in his hand. He then stares at the other red emerald in his hand, **"But I don't recognize this gem."**

"_**That red gem is a Sol Emerald, native to the Sol Dimension." **_Dormammu briefed.

"**Why do you have these, and why are you just giving them to me?" **Spidey asked.

"_**Those emeralds appeared in the Dark Dimension shortly before your arrival thanks to the incursions. As for why I'm just handing them over to you, they don't mean a thing to me. I already have enough ISO-8 that puts them to shame while I prepare for my next conquest on Earth. This time, I might add Remnant to the mix to make things more refreshing." **_He arrogantly announces, threatening to conquer Remnant and Earth one day.

"**Yeah, yeah. Just get outta here and I'll call Dr. Strange to kick your ass again." **Spidey quips fearlessly to the all-powerful demon.

"_**I doubt even the good doctor has the power to prevent what's coming. You mortals are in a cosmic pinch now. I'm curious how you'll survive the coming apocalypse. I can't wait and see with my own eyes." **_Dormammu laughs ominously before teleporting himself back to the Dark Dimension.

"**You bargain with a demon ONE time, and he still tells you the world is gonna end. And it's not even their fault." **Spidey jokes, as he walks with his friends toward Ironwood's ship.

"At least you didn't bargain with something stupid that'd damage your personal life." Yang quipped.

"**Thank god I'm not that stupid. My personal life's already a mess." **He joked, as the heroes return to the flagship and prepare to return for Vale for some earned rest.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: And now we know Osborn's ultimate plan: creating a new universe with his Universal Seed to rule over as god. And Mach-X is back, now reborn as the Iron Patriot. But Chaos Emeralds? Sol Emeralds? Incursions? What do they all mean? We'll find out soon enough.**

**superjoeyf721: Why would I ever use classic Dormammu?**

**Next time: Final fire fight!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	56. Vol 3 Issue 6: A Flaming Retribution

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Using ISO-8, Osborn created the Universal Seed, a Cosmic Cube that when complete will destroy the universe and create a new one. He got away with the Seed, but at least we destroyed his castle thanks to Dormammu of all people. Why did he give me a Chaos Emerald, and what's a Sol Emerald? What's going on here?**

**BGM End**

* * *

_Vol 3 Issue 6: A Flaming Retribution_

**Mountain Glenn**

**BGM-Spider-Man: Web of Shadows OST-Symbiote City 2**

As the Battle of Goblin Castle is just about wrapping up, a new battle is soon to begin at the abandoned ruins of Mountain Glenn. A horde of Grimm is being ruthlessly slaughtered by Cinder, as she easily decapitates the head of a Beowolf with her sword. Emerald shoots down a flock of small Nevermores while Mercury delivers a flying explosive kick on an Ursa, smashing the creature into a building that collapses on top of it.

"That was a workout. You sure we'll find any ISO-8 in these ruins?" Mercury asks his allies.

"We wouldn't be here if there is." Emerald responds.

"Oh yeah?" Mercury quips, causing his thieving partner to roll her eyes.

"You were there when we interrogated that Atlas solider." Emerald speaks, as the reluctant partners follow Cinder through the ruins. "Told us some of those space satellites Spider-Man destroyed crash landed somewhere here in Mt. Glenn. Those satellites were powered by ISO-8 and should be relatively intact. And with most of the military fighting goblins in Vacuo, this is the best time to investigate."

Cinder leads her little team to a broken bridge where they stop and look down at a dried up channel to see a small group of Grimm gathered around something interesting. "There." She said, staring at the creatures. They jump down and fearlessly walk towards the Grimm, who turned around to stare at them. As the Grimm rush towards them, Mercury and Emerald easily kill them while Cinder walks through the slaughter and approaches the item the creatures were so interested in. That item is a disabled, partially destroyed Oz Satellite, much to Cinder's calm pleasure. "It seems your intel may have been correct." She smiles while her associates approach her from behind after killing the Grimm.

Cinder kneels down and searches through the satellite wreckage for anything that might resemble ISO-8. After moments of ruffling through the wreckage, a small chuckle was heard from Cinder after finding what she was looking for. She stands up and turns around facing her allies, showing them her smile as well as an orange ISO-8 crystal in her hand.

"You found it!" Emerald smiles, happy for her boss.

"That's ISO-8? Looks like ordinary Dust to me." An unimpressed Mercury remarked.

"Look closer, Mercury." Cinder gives them a closer look of the cosmic crystal. "This crystal is a source of _unspeakable_ power not of this world. The power of the cosmos, as described by Goblin. If these crystals gave him the strength to threaten entire dimensions, then they should grant me access to ultimate power." Concentrating on the crystal, Cinder envelops it in flames to imbue it with the power of the Fall Maiden. She refines the crystal, augmenting its cosmic energy with the mystical power of a Maiden, transforming it into a spherical orange crystal with her black emblem unique for her use.

"You changed it." Emerald remarks in awe.

"I _augmented _it with the power of the Fall Maiden to safely boost my own power. Since I was only able to steal half of its power, this crystal should make up the rest. Go and investigate the other crashed satellites for their ISO-8. I want to savor their energy in one go." Cinder smirked.

**BGM End**

**BGM-Sonic Forces OST-** **The Phantom Ruby~Evil Deed**

Mercury and Emerald followed their orders without hesitation and searched the area for any satellite containing ISO-8. Most of the satellites held broken fragments and shards when they crashed, but even the smallest chip can boost a person's abilities. Emerald was lucky enough to find another big crystal before she and Mercury handed about 12 ISO-8s to their boss.

Cinder chuckles in sinister joy as her new collection of ISO-8 floats in the air and circle around her. One by one, the crystals glow bright and colorful before entering her body. The half-maiden glows and begins floating herself, gaining long trails of flames around her eyes, with orange energy swirling around her.

"Ahhh…yes, YES!" Cinder smiles evilly, as her body is constantly emitting a mystical flaming aura while still hovering in midair.

"Cinder? Cinder, are you okay?" Emerald asks in concern, as she and a shocked Mercury stare at the hovering maiden.

"I have obtained absolute…_limitless_…POWER!" Cinder bursts with immense flames, blasting powerful winds that blew back her allies a few feet until she stopped and slowly descends to the ground, while still enveloped in her flaming mystical aura. "These crystals are more powerful than I imagined." She said calmly while staring at her flaming palm. "Though we haven't located the Fall Maiden, the ISO-8 has empowered me with its FULL power plus added perks that _surpasses_ a Maiden. Magic and cosmic energy, both flow through me. The power to make ALL yield to my will. How _greedy _of Osborn to hide this power from me. He was afraid that the ISO-8 would transform me into the strongest!"

"_**AHAHAHAHAHA! Afraid of YOU?!"**_

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom Fights Silver Sable**

Erupting across the criminals is a frightening pillar of flame for the Goblin King to walk out of with a crazy grin on his face, _**"Imbecile! You were NOTHING to me from the beginning! You are still a weakling peasant compared to a king!" **_He laughed.

"Goblin?! How did he find us?!" Emerald remarks in shock.

"_**I picked up a spike in MYSTICAL Iso-8 energy. I KNEW you arrogant brats would reveal yourselves sooner or later." **_Goblin answered with a grin. _**"Look at you. Reduced to homeless maggots. Snooping around ruins and salvaging the remains of my own devices. You think the ISO-8 will make up for your own miserable weakness?" **_He taunted them.

"The ISO-8 has given me everything that I've always wanted: Ultimate power that'll spread fear across the land. You are a _failure_, Osborn, and yet I should thank you for introducing me to this kind of power, by wiping you out of existence." Cinder returns a taunt with a smile.

Goblin laughs, _**"How trivial. You're empowered by the most powerful substance in all creation, and want to use it like a child who received their first allowance."**_

"How else could I test out my newfound power?" Cinder smirkingly snarks back. "After I've _killed_ you, I'll go eliminate the ONE adversary in both our universes you could _never _defeat: Spider-Man." She smirked, which did seem to strike an annoyed nerve in Osborn.

"_**Spider-Man…is MINE!" **_Goblin explodes with flames, enveloping himself in a fiery aura while creepily approaching Cinder's squad, _**"Mine! And you can't have him!"**_

Wielding her new powers of a Cosmic Maiden, Cinder forms a fiery scimitar out of seemingly nothing and strikes a defensive pose against the menacing Goblin King. The two rivals glare at each other for a moment before Goblin lunges at her, and just as she's about to strike him, he explosively grabs her, scattering Emerald and Mercury to unconscious states while he leaps high through the air, smashing through a tall building that collapses in the process.

"Damn you, Osborn!" Cinder snarls, breaking free from his grasp to ruthlessly attack him with her sword while they're falling from a high altitude. "You are NOT going to kill me! Do you hear me, you green freak?! YOU ARE NOT GOING TO KILL ME!" She impales him through the skull, seemingly killing him as she kicks his body hard to the streets, forming a smashing crater upon impact as she lands on its edges.

"_**Kiillll youuuu…DESTROY YOUUUUUU!" **_A colossal pillar of fire burst from Goblin's body, as seconds later the flames disperse and he's resurrected as the terrifying Perfect Devil Goblin, constantly surrounded in his dark X-Aura while confronting Cinder to a fight to the death.

**BGM End**

**BGM-Mega Man X7 OST-Our Blood Boils**

Cinder smirks cockily, "I'm glad we're enemies, Osborn. I never liked you from the beginning. Now I can kick your ass in proper now." She rushes at Osborn with her sword and the two hotheads clash evenly at blinding speeds, generating explosive shockwaves from each traded blow. Cinder yells a battle-cry as she swings her blade, but Goblin deflects it and throws a mighty punch that she blocks while sliding backwards.

"_**You haven't mastered the ISO-8 as I have. I just went toe-to-toe with Dormammu! Your Maiden powers are NOTHING TO A GOD!" **_Goblin roars monstrously while raising his hand to the air, using his dark aura to create a large, shadowy claw that surprises the maiden. He roars again as he commands his giant claw to swipe at Cinder, but she keeps flying and dodging while the claw slices buildings and pummels the ground. The claw finally attacks her, obliterating her sword and smacking her viciously onto a building.

Suddenly, the building explodes as Cinder hovers in midair, surrounded in an extremely powerful fiery aura. She glares menacingly at Osborn while creating a fiery twohander blade before flying towards him at incredible speeds. Goblin scowls as he flies towards her with a magma fist, as they both clash their attacks in the air that causes a massive explosion. Within the light of the explosion, they clash ruthlessly with neither landing a blow at each other. In amidst their clash, Goblin throws a quick Devil Bomb that blasts her away before unleashing a fireball barrage at her. Cinder deflects most of them at blinding speed before leaping over the rest to smack him, brutally smashing him through several buildings before crashing onto an area with Grimm.

Goblin recovers and sees her casting a powerful fireball that she fires on him, but he teleports away as the blast obliterated the Grimm in the vicinity. He teleported high in the air and raises one hand to form a large energy sphere of malicious green and black energy. Cinder prepares to counter by charging up a powerful fire blast that she unleashes as Goblin unleashes his own powerful attack. Both insanely powerful blasts struggle against each other while Goblin laughs to taunt the increasingly enraged Cinder. With a loud yell, she pushes more power into her blast that disperses the energy sphere, but Goblin quickly swats out a shadow claw that disperses her blast and smacks Cinder away.

**BGM End**

"_**Seems that the ISO-8 did make you a little more than a mere maggot." **_Goblin taunts her, as she pants in exhaustion while he doesn't look exhausted at all, almost as if he's toying with her. _**"But you're still worthless scum that doesn't have a chance in hell to win! You shall be buried by my own hands! Consider it an honor!" **_He cackles madly, grinningly ready for another round with his hated enemy.

* * *

**Meanwhile inside Ironwood's Ship…**

Spider-Man stands in a hallway while staring at the blue Chaos Emerald that he was given by Dormammu, shortly after the battle of Goblin Castle. He continues staring at it, pondering its existence in a dimension other than Mobius, _'I can feel it. There's no mistaking it. This is one of the seven Chaos Emeralds from Sonic's world. What was it doing in the Dark Dimension? If Dormammu was telling the truth, it was because of the incursions. But what exactly are incursions? Were they caused by Osborn's Universal Seed?'_

"Spidey!"

"Hm?" Peter's train of thought was interrupted when he heard Ruby's voice behind him. He turns around to see her and her sister, Yang happily approaching him. "Hey, what's up?" He greets the sisters with a smile.

"Hi! Thought we check up on you. Things were certainly crazy back there, huh? Are raiding powerful enemy bases normal with you back on Earth?" Ruby asks with a smile.

"Usually, yeah, but most of them never involved the fate of the entire planet." Spidey replied.

"So what were those gems that Dormammu guy gave you?" Yang asks, prompting him to show them the Chaos Emerald.

"This is called a Chaos Emerald. They're native to a friend's dimension. They're similar to ISO-8 but more unique. There's seven in total, each one containing _unlimited _power. Have all seven and you can create a miracle." Peter briefs them on Chaos Emeralds.

"That would be very useful." Yang quips with a smile, admiring that level of power.

Spidey then takes out the red Sol Emerald from his utility belt, "This 'Sol Emerald' though, this is the first I'm looking at one. It _feels _like a Chaos Emerald, but _fiery_ somehow. And it's from another, _another _dimension, and I have no idea why they're here."

Just then, Spider-Man senses something from afar, possibly the battle between Goblin and Cinder taking place at Mt. Glenn as he snaps his head away from the sisters. "What's wrong? Is your Spider-Sense tingling to something?" Ruby asks him.

"Think so. It's something from far away, back in Vale." Spidey replied.

"You can sense danger from this distance? Those Other powers are really impressive." Yang quipped.

"So far, it has only triggered to powerful threats whenever I'm far away from the action, and those last few times involved Goblin causing a ruckus." Spidey explained.

"Is he attacking the city?" Ruby remarks in worry.

"Would've gotten a news alert if he is. It almost feels like he's fighting someone just as powerful." Spidey sensed.

"With the power he has now, who could challenge him?" Yang questioned.

"Only one way to find out." Spidey plays around with the Chaos Emerald as if he's trying to trigger something.

"What are you doing?" Ruby asked him.

"I'm trying to remember the magic word for this thing. What did they call it again? Something something, uh…I believe it went…" Spidey raises the emerald as high as he can to the air while shouting, "Chaos Control!" And before they had time to react, the three heroes were warped out of reality through the manipulation of the Chaos Emerald.

* * *

**Back at Mountain Glenn…**

**BGM-Spider-Man: Web of Shadows OST-Mega Venom**

The heated battle between the fiery combatants seems to be nearing its conclusion, as Devil Goblin violently smashes Cinder through the ground that leads them to the underground city. Before Goblin could punch her, Cinder explodes with flames and knocks him away with a slash from her sword. She then charges up a powerful fireball in her hand and fires it as a fiery beam, but Goblin dodges it at the last second.

The immortal monster charges at the ISO-infused maiden with a barrage of punches and blasts her away with a fireball. He then appears behind her and lands more punches, sending her crashing into the ground. He jumps onto a tall building to charge another fireball in the form of a massive sphere, _**"BUUURRRRRNNNN!" **_He roars viciously as he fires the large firesphere at her. Cinder tries to block it with a large sword but it was futile as she was quickly consumed in the attack, before it exploded and obliterated a good chunk of the underground buildings.

As the dust settles, Cinder looks to be still alive but heavily battered and barely strong enough to stand. She pants heavily while Goblin jumps down across from her with a taunting smile plastered on his face, just to piss her off. "There's no way that I could be beaten by you! I have the ultimate power that makes up our universes!" Cinder lets out a furious battle-cry while unleashing a futile fireball barrage at Goblin, who mockingly walks through her assault with ease.

"_**Those who master the ISO-8 control the universe! Both the power of the cosmos and the magic of the Fall Maiden bend to your will…and yet you FALTER!" **_Goblin charges through the rest of her barrage and savagely grabs Cinder by the neck, lifting her up as he begins choking the life out of her. _**"Such power WASTED. You'll NEVER be the strongest if you continue clinging to your humanity. Look at me. I'm AMAZING! But thanks to your arrogance and ignorance, my Universal Seed is filling up with energy." **_He reveals his cosmic cube in his other hand. _**"But it CRAVES for more power. A LOT more power!" **_

Without hesitation, Goblin smashes his seed onto her chest and uses it to siphon her ISO-infused Fall Maiden powers, much to her painful displeasure as she screams in agony. While Goblin grinningly steals her power, Emerald and Mercury reawakened and dropped into the underground city, standing atop of a building just in time to see their boss slowly dying. "CINDER!" Emerald yelled.

Once his task was complete, Goblin laughs and throws the depowered Cinder aside like trash, leaving her on the ground vulnerable and too weak to move. _**"Thanks for the donation. I have siphoned your Maiden powers to be used for a greater purpose, in the creation of a new universe. Perhaps that version of you won't be so weak and find work as my housemaid. You'll never know, as you won't be alive to see for yourself." **_Goblin creates his shadow hands, using them in addition to his actual hands. Each hand creates a ball of dark energy before combining the four into a larger sphere targeting the weakened Cinder. _**"Goodbye, Cinder scum!" **_He laughs, firing it as a powerful energy wave that seemingly erases her from existence and obliterates another portion of the underground city, consuming it in a massive explosion.

**BGM End**

Both Emerald and Mercury were left in horrified shock, as it looked like Cinder has actually died in that last powerful attack. Goblin chuckles, _**"Scum is scum after all. Weakling trash that didn't deserve to be thrown into the trash bin. Next, it'll be your turn, Salem." **_before bursting into a maniacal cackle as he teleports out of the area.

Mercury seethes while tears stream from Emerald's eyes, as she falls to her knees and begins to sob, "Cinder…"

"Can't believe…Now what are we gonna do?" Mercury wondered, still in shock from the aftermath of that horrific battle.

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

Suddenly, a big bright light flashes behind the duo. As the light disappears, they turn around in surprise to see Spider-Man, Ruby, Yang, and an unconscious but still alive Cinder. "CINDER!" Emerald shouts in relieved happiness.

"Spider-Man?!" Mercury remarks in surprise to see him pop up out of nowhere alongside his friends.

"Huh?! Mt. Glenn?! How in the world did we get here so fast?!" Ruby remarks in shock that Chaos Control teleported them from somewhere above Vacuo to the underground caverns of Vale.

"Whew. Forgotten how Chaos Control felt. Warping through time and space. Not the best travel method." Spidey joked. He then looks down and notices the unconscious Cinder, "Cinder?! Looks like I accidently picked you up too. You're not looking too good. One of your eyes look roasted. Did you ruin a barbecue using your fire powers?" He joked.

"Goblin nearly killed her." Emerald answered, surprising the heroes with the duo's presence.

"You two?! What're you doing here?" Spidey asked.

"I was about to ask the same thing." Mercury remarked.

"As if we're telling you anything." Yang retorts, still a little peeved at the duo for being criminals wanting to destroy Beacon, as well as her lost against Mercury the last time they met.

"Easy, goldilocks." Spidey blocks her with an arm thrust before she could do anything reckless. "Let's not start a fight right now. Looks like all of us has had one HELL of a night with Goblin, with Cinder looking like she just experienced the worst case of sunburn." He kneels down to carefully lift up the former maiden's body. "I'm gonna take her to the nearest hospital. Anyone wanna come?" He asked.

"Why are you helping her? She tried to kill you." Emerald asks, confused by his act of kindness to a dangerous criminal like Cinder.

"True, but it doesn't mean I want her to die. Might as well make sure she doesn't." Spidey plainly answers, which briefly stuns Emerald by how kind he is even to his enemies.

"And what about us?" Mercury crosses his arms.

"I see two easy options: You either help us stop Goblin from destroying reality or go to prison." Spidey quipped.

Mercury shrugs, "Yeah, sure. Guess we could help out. Been feeling a little bored lately anyway."

"Goblin nearly killed Cinder. I'll do whatever it takes for some payback!" Emerald accepts the offer determinedly.

"Glad you're onboard, I guess." Ruby remarks, a little unsure if this is a good idea.

"Are you sure it's a good idea to team up with these guys?" Yang cautiously asks her boyfriend.

"We _did _just team up with an interdimensional demonic conqueror." Spidey quipped.

"Okay, _fine_."

"Hold on tight, Cinderella. You'll be out dancing on your glass slippers again before you know it." Spidey jokes, swinging away with the unconscious Cinder as the heroes and their new allies, Emerald and Mercury, exit Mountain Glenn.

**BGM end**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Emerald and Mercury join the hero alliance while Cinder will be recovering in the hospital for a while without her Maiden powers. Goblin seems to be targeting them to further fuel his Universal Seed. Kinda sucks, but whatever. At least we got a nice showcase of Perfect Devil Goblin's powers.**

**Jufesocar: Thanks, but I have no interest in the DOOM series.**

**Next time: The new Fall Maiden!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	57. Vol 3 Issue 7: Dark Reign

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Spider-Man and his friends may have destroyed my castle, but I still came out tonight with a constellation prize. I killed Cinder and stole her Maiden powers to increase the power of the Universal Seed. Once it's complete, a whole new universe will be born, where I will rule as god! Nothing can stop me now! Nothing!**

**BGM End**

* * *

_Vol 3 Issue 7: Dark Reign_

**Vale Hospital**

**BGM-Mega Man ZX Advent OST-Relief (Tunes Ver.)**

It's been a day since the Battle of Vacuo ended. Goblin Castle was destroyed and the kingdom was freed from Goblin's control. But the Goblin Nation still escaped to parts unknown with their ultimate weapon: The Universal Seed. Once complete, a whole new universe will be born while destroying the old universe.

Though she wasn't directly involved in the conflict, Cinder Fall was still caught under Goblin's ruthless assault. Her Maiden powers are gone and she was nearly killed if it wasn't for Spider-Man coming to her rescue. Now she is unconscious while recovering inside a hospital room guarded by two Atlesian Knights, while Spider-Man stares at her through her window from outside while pondering his thoughts.

"Spidey!" Ruby calls him, getting his attention as Team RWBY approaches him from down the hallway. "How's Cinder doing?" She asks the vigilante.

"She took a beating, but she'll be okay. How's Penny recovering?" He asks, recalling that his android friend was nearly killed by Proto-Goblin.

"She's doing great. Helps that she's a robot. Sorry I didn't tell you guys sooner." Ruby apologizes for hiding Penny's robotic secret.

"It's okay. We understand. I'm friends with a few robots myself. Knew there was something about her that reminded me of Vision." Spidey remarks with a smile.

Weiss looks through the window, looking at the unconscious Cinder sleeping on her bed while wearing a breathing mask after her life was nearly choked out by Goblin. "I know Cinder is our enemy and had her own plans to destroy Vale, but I kinda feel sorry for her." She said with a somber expression.

"It's my fault she and Penny were nearly killed and were caught in this 'Goblin War'." Spidey remarks, blaming himself for the recent tragedies that have transpired lately. "If only I knew about Goblin's plans sooner. If we continue fighting his goons, we'll just be helping him complete his Universal Seed. I'm angry. Osborn's trying to become a god of both our universes and I have no idea where he is or how to stop him."

"Stop blaming yourself." Blake told him. "Osborn has been manipulating all of us right from the beginning. You're not the only one at fault here."

"I like to take as much blame as I can whenever I can." Peter said.

"Why? Can't we take some of the blame too?" Ruby remarks in confusion.

"Don't take that from me. It's the only joy I have." He quipped.

"We apologize." Yang remarks casually.

"And besides, thanks to you, we destroyed his base and freed Vacuo from his control. Now he's on the run, giving us enough time to work on a countermeasure against his Seed." Weiss said, giving him hope they could still stop him from completing his plan.

"I've been thinking about that. I talked to Cinder's friends and they told me that before he left, Osborn absorbed her power through his Seed. I think it was her magic that I sensed through The Other." Spidey told them.

"Magic doesn't exist in Remnant. You sure he didn't absorb ISO-8 from her?" Weiss questioned.

"It was both." Peter replied. "Remember what Dormammu told us? Magic used to exist in this world by the buckload until something happened that reduced it to lost myths and legends, like that Spider-Temple we visited at Mt. Glenn. I also heard something regarding magical 'Maidens' and I think Cinder was one of them, until she lost her power to Osborn."

"Maidens? What are those?" Ruby questioned.

"Something related to the seasons. I'm not really sure. I'm a scientist, not a magician." Spidey quips, rubbing the back of his head. "Makes me wish Dr. Strange stuck around. He's the magic expert. And I don't know how to get in contact with Madame Web for answers. Maybe Grandpa Ozpin might know something." He pondered.

"What's makes you think that?" Yang asked.

"He seems old enough to know about the mysteries of the world. And some people keep comparing me to him for some ridiculous reason. Doesn't hurt to ask." Spidey replies, believing Ozpin might hold the answers he seeks.

**BGM End**

* * *

**Beacon Academy, Ozpin's Office**

Within the headmaster's office at twilight, Professor Ozpin is facing the window, his back to the elevators when the doors open and Qrow steps inside, approaching his desk with a coffee mug in hand. "You know, he's making you look like a fool." Qrow complains about Ironwood again.

"His heart is in the right place. He's just…misguided." Ozpin replied.

"Sometimes, I'm not even sure he _has _a heart." Qrow takes a drink from his cup and shifts his weight before saying, "So, what should we do now? Osborn practically has godlike power and will be a god if we allow him to create his own universe. This is the first time we're fighting someone more powerful than Salem. If we don't do something soon, that dark future Madame Web predicted will come to pass and won't end well for everyone."

"The answer is simple." Ozpin swirls his chair around to face Qrow. "We find _another _guardian. Another beacon of hope to stand alongside Spider-Man."

"It's come to this, huh? Did you choose anyone yet?" Qrow asks, seemingly understanding what he's talking about.

"Maidens choose themselves. I simply believe I've found the right candidate. Ever since the day I met her, I had the feeling she would be the one. She's strong, intelligent, caring…but most importantly, she's _ready_." Ozpin lists off the qualities of one Pyrrha Nikos, just as she exits from the elevator.

"Greetings, Professor Ozpin." She politely greets her headmaster as she takes a seat in front of his desk.

"Hello, Ms. Nikos. I'm happy to see you've recovered nicely and was a valuable asset dismantling Goblin's base. Heard your performance was exemplary." He chuckles, gesturing to her while his cane rest at his side.

"Thank you, Professor Ozpin, but I wouldn't have done it without my teammates or my friends." Pyrrha replies while being humble.

"Personally, I think it's the other way around." Qrow leans against a column in the back of the room with his arms crossed.

"Um, okay…" Pyrrha remarks, looking at Qrow with an unsure worried expression before addressing her teacher again, "Professor, if you don't mind me asking, why have you called me here?"

Ozpin puts his fingers up to his lips, leaning back casually while asking, "What is your favorite fairy tale?"

"I'm…sorry?" A confused Pyrrha responded.

"Fairy tales, stories from your childhood. Surely you must remember some of them." Ozpin clarifies.

Initially put off by the question, Pyrrha answers with nostalgia swimming in her voice, "Well, there's _The Tale of The Two Brothers_, _The Shallow Sea_, _The Girl in the Tower_..."

Ozpin then leans back forward, "What about _The Story of the Seasons_?"

**BGM-RWBY OST-Fall**

"Well, of course!" Pyrrha smiles, looking away in remembrance while recalling that magical fairy tale. "A callous old man, who refuses to leave his home, is visited by four traveling sisters. he first understands his reclusive nature and urges him to use his time in solitude to reflect and meditate. The second brings him fruits and flowers, tending to his crops and revitalizing his garden. The third warms the man's heart, convincing him to step outside and embrace the world around him. And the fourth and final sister begs him to look at all that he has, and be thankful. In return for their kindness, the man grants the maidens incredible powers, so that they may continue to help others all over the world. They graciously accept, and promise to share their gifts with the people of Remnant 'til the end of days. Winter, Spring, Summer, and Fall; the four maidens. My mother loves that story." She finished telling that wonderful story.

"Would you believe me if I told you that one's been around since I was a boy?" Ozpin responded.

Pyrrha laughs, "You're not _that _old, Professor."

"Well, would you believe me if I told you it was true?" Ozpin remarks, going from playful to deadly serious in a millisecond.

Pyrrha stays silent for a moment, then gives an uneasy chuckle, "I beg your pardon?"

"What if I told you that there were four maidens existing in this world, that could wield such tremendous power, _without_ Dust?" Ozpin asked, while Pyrrha tries to make sense of this development.

"You mean…like a Semblance? Like 'The Other' that's bonded to Peter?" She questioned.

"Like _magic_." Ozpin gives a small smile as he delivers his secret.

"I…" Pyrrha looks down in shock.

"Yeah. First time hearing this, it's pretty crazy." Qrow remarked.

Pyrrha turns her gaze from Qrow back to Ozpin again with an amazed expression, "You're _serious_?"

"Do I look like I'm joking?" He responds with a straight face.

"…No." She struggles for the right words. "Why…why are you telling me this?"

Ozpin glances at Qrow, who nods his approval, before looking into Pyrrha's eyes, "We are telling you this, Pyrrha Nikos, because we believe you are next in line to receive the Fall Maiden's powers."

Pyrrha's eyes grow wider and wider until she realizes, "'We'?"

At that moment, the elevator doors open, and she sees Professor Goodwitch and General Ironwood stepping out. "Sorry we're late." He straightens his tie while Glynda fixes her glasses.

"Wait, what is this? Who are you?" Pyrrha remarks, feeling overwhelmed with all this shocking news while narrowing her eyes at her mysterious headmaster.

"You know who we are." Glynda comes forward with Ironwood and Qrow, spreading her hands and trying to sound reassuring, "We're still the same teachers and Headmaster you met when you arrived at Beacon."

"'Cept we've got a little part time job." Qrow remarked.

"We are the protectors of this world." Ironwood stated.

"And we need your help." Ozpin said, while Pyrrha is shocked into silence as everyone in the room looks to her.

* * *

**Beacon Vault**

A very nervous Pyrrha stands in the elevator with the group of "protectors". She looks at Ozpin and Glynda as if seeing them for the first time while a steady beeping signals each floor passed. "Where are we going?" Pyrrha asks apprehensively.

"The vault. Under the school." Ozpin answered.

The elevator continues downward through the vertical tunnel of dark green lights until it opens its doors and their passengers step out, with Pyrrha being the last to leave as she absorbs the sight of the large, sparsely-lit hallway she is now being lead through. Glynda waits up for her behind the others, "I'm sure you must have questions."

"Maybe one, or two…" Pyrrha remarks, still taking it all in. She then continues on as she asks them, "I still don't understand. You said I was next in line to receive the Maiden's power. What do you mean by that?"

Glynda answers, "Similar to The Other bonded to Spider-Man, the Maidens have existed for thousands of years. But much like in nature, the seasons change. No two summers are alike. When a Maiden dies, her power leaves her body and seeks out a new host, ensuring that the seasons are never lost, and that no individual can hold on to that power forever."

"So, how does the power choose?" Pyrrha asked.

"Through a series of stupid and convoluted rules." Qrow answers over his annoyed shoulder.

"Qrow." Glynda glares at him.

"Hey, don't get mad 'cause I'm right." He quipped.

Goodwitch turns back to Pyrrha to explain it all carefully, "At first, the only thing that was certain was that the powers were specifically passed on to young women. But as time went on, it was discovered that the selection process was much more... intimate."

"…Intimate?" Pyrrha questions in concern.

"As we understand it now, when a Maiden dies, the one who is in her final thoughts is the first candidate to inherit her power." Goodwitch clarifies.

"Unless it's a dude or some old hag. Then the power goes to someone random, and our job gets a lot harder." Qrow added.

"Why tell me all of this now? Why not wait until I've graduated?" Pyrrha asked.

"Honestly, we've run out of time." Qrow answered. "I don't know if you've noticed, but things are getting a lot scarier out in the world. Tensions are high. The Goblin Nation is growing stronger, more devious. And it's not going to be long before the peace we've been enjoying for so long goes out the window."

"You're talking about the new universe Goblin plans to create with his Universal Seed that'll destroy our world." Pyrrha responds, slowly understanding.

"Exactly right." Ironwood answered.

"You should also know is that one of the Maidens has been attacked. And for the first time in history, part of her power was stolen." Qrow added.

A humming of electricity is heard as the group comes to their destination at the end of the hallway: A large machine with lit screens hooked up to two rectangular pods, one of which is upright to show through the glass window a young girl dressed in minimal clothing with a burn scar over her left eye and across her face.

Pyrrha steps forward hesitantly, "Is that…"

Ozpin sighs heavily, "The current Fall Maiden, Amber."

"She's…still alive." Pyrrha remarks while trying to hold herself together staring at the comatose maiden.

"For now. We're using state of the art Atlas technology to keep her stable. But there is a lot about this situation that is... unprecedented." Ironwood replied.

"What do you mean?" Pyrrha asks him, but he just sighs with his eyes closed. "Won't…her power…just transfer to the next host?"

"Look who's been listening!" Qrow quips, whispering to Ozpin, "She is smart."

"Under normal circumstances, yes. But this is a delicate situation. It's not uncommon for the last thoughts of the slain to be of their attacker." Ironwood glances at Amber, "And to make matters worse, no one's seen the power split like this before. For all we know, it will seek out its other half."

"…Her assailant." Pyrrha connects the pieces together.

"And that would not bode well for any of us." Ozpin turns to his student.

Pyrrha lowers her head in thought, then suddenly comes forward and places a hand on the glass of Amber's pod. She suddenly grows angry, turning to the teachers and gesturing wildly, "If all of this is true, why keep it a secret!? If this girl is so important…why not tell everyone while our world in on the brink of destruction?!"

"From what we understand, it used to be common knowledge." Goodwitch comes forward to calmly explain.

"Excuse me?" Pyrrha responds in shock, not expecting that answer.

"How do you think legends and fairy tales get started?" Qrow pulls out his flask as he elaborates. "Even the craziest ones come from somewhere." He gets the lid off and takes a swig.

"Our group was founded in order to protect both mankind and the Maidens. Those hungry for power hunted them with the hope of inheriting their strength." Goodwitch elaborated.

"And as you can imagine, the ones that succeeded weren't exactly the ones you'd want to have unimaginable power." Qrow added after finishing his drink.

"And so our brotherhood chose to remove the Maidens from the public eye, allowing their existence to fade away into legend." Ironwood continued.

"The things we're telling you go against hundreds of years of human history and religion." Goodwitch said.

"No one would want to believe us. It would cause an uproar." Ironwood said.

"It would cause panic. And we all know what _that _would bring to clawing at our Kingdom's walls." Ozpin turns his gaze away from the others, "Which is why we would like to…"

"I'll do it." Pyrrha accepted, causing her headmaster to look up in surprise as she stares at the ground while continuing, "If you believe that this will help humanity…" She gives them all a resolute look, "…then I will become your Fall Maiden." She says, as the others silently turn to each other with wary faces, "That's what you wanted, isn't it?"

Ozpin steps towards her, "It is, but I'm afraid it's not that simple. Given Amber's condition, you won't be able to inherit her power naturally. However, General Ironwood believes he has a solution."

"For the past few years, Atlas has been studying Aura from a more scientific standpoint; how it works, what's it made of, how it can be used. We've made... significant strides. And we believe we've found a way to capture it." Ironwood believed.

"Capture it and cram it into something else." Qrow gestures to Pyrrha as she takes a second to realize what that means, "Or in your case…"

Pyrrha turns to the general, "That's-."

"Classified."

"-wrong!"

"The feeling is mutual." Goodwitch glares at the general before switching her gaze back to her student, "But desperate times call for desperate measures."

"And these are indeed desperate times. We can't transfer Amber's power to you, but we can give you what those powers are bound to." Ironwood said.

"…Her Aura." Pyrrha realized.

"Her _life_…would become intertwined with yours." Ozpin clarified. "The question is…"

"What's that going to do to you?" Qrow asked.

As Pyrrha comes to understand the dangers she might face, she remarks, "This sounds like the same situation with Peter regarding The Other. It _nearly_ took over his body and mind. Almost turned him into…not himself." She looks away in fear of what might happen to her mind if she becomes the next Fall Maiden.

"You have an important decision before you, Miss Nikos." Ozpin told her. "There's no guarantee this transfer will work. And there's no telling if you will be the same person if it does. I advise you to take time on this matter." He advises her.

**BGM End**

"_**There IS no time, you old fool." **_A familiar demonic voice horrifies the headmaster to the core, and just as the group turns around to face the intruder, a huge fireball was blasted onto the ceiling, causing a massive explosion that brings the ceiling down on top of them.

* * *

**Above ground…**

Just as Spider-Man lands on a rooftop near Beacon Tower where he can go talk to Ozpin about his questions, his Spider-Sense tingles to the massive explosion that sends frightening tremors all around the academy. "Whoa! Was that an earthquake? Felt more like a bomb went off underneath the school. Hasn't there been enough trouble this week? Guess a Spidey's work is never done." He quips before he jumps off to investigate the source of the sudden explosion.

* * *

**Back inside the Vault…**

That sudden explosion caved in a portion of the vault, pinning the wounded teachers and Pyrrha underneath massive amounts of rubble. Ozpin grunts, struggling to lift the rubble on top of him, "Is everyone alright?!" He asks his allies.

"The rubble has us pinned, but we're fine! What happened?!" Goodwitch replied.

**BGM-Mega Man X7 OST-Sigma's Theme**

"_**AHAAAAAHAHAHA!" **_Dropping between the pinned heroes and the machine containing Amber is none other than the laughing Goblin King, taunting them with his malicious smile, _**"Thanks for giving me the tour of the vault, fellas. I appreciated the history lesson on the Maidens, though it was unnecessary. I knew something was hidden beneath the school. You thought you were unique building a secret chamber beneath your headquarters? Hah! I practically invented that cliché back home!" **_He tauntingly laughs at the pinned huntsmen.

"Goblin?! You were following us?!" Ozpin remarks in horrified shock that Goblin somehow found out about the secret vault.

"_**More or less. I was following the signal of the Fall Maiden when you showed up. Quite easy when I'm in possession of the other half of her power." **_He grinned.

"Goblin was the assailant?" Pyrrha responded.

"_**I'm the assailant of the assailant." **_Goblin savagely rips open the pod and pulls out the comatose Amber, lifting her to the air with one hand while holding his Universal Seed in the other. _**"While I'm not particularly interested in the Maidens, their power will be useful in fueling the Universal Seed." **_He thrust the Seed onto her chest and starts painfully siphoning her Maiden power, much to the heroes' horror, _**"Though they lack ISO-8 energy and not as powerful as people claim, they'd still be an annoying nuisance. And I'm just that big of an asshole!" **_He laughs while draining the last of her power completely, then throws the comatose girl to the air before annihilating her with his firebreath.

"You murderer! There was no reason to kill her!" Ironwood shouted.

"_**She was already on the brink of death. Why make her suffer any longer?" **_Goblin remarked.

"Just HOW were you informed of this vault, Goblin?" Ozpin asks while glaring at his demonic eyes.

"_**Your old pal, Salem told me. She also told me a little bit about YOU." **_Goblin kneels down to personally mock the pinned headmaster. _**"You're a VERY old man, Ozpin. Old enough to have enough secrets for the whole world to hate you. Would you believe she compared me to you as if we're counterparts? Ozpin, Osborn. Our names DO sound similar, but you act as a more cowardice version of Spider-Man." **_He stands up. _**"The time for your reckoning will soon arrive…Ozpin…I bring this war to you and your precious Academies. Ironwood and his military will PAY for trying to imprison me and destroying my castle. I will personally END the rivalry between you and Salem! Nothing can stop me now! NOTHING!" **_He declares arrogantly before teleporting away from the ruined vault.

As the huntsmen struggle to lift the rubble off their bodies, they hear another familiar voice shouting through the vault, "Hello? Is anyone alive in here?"

"Over here!" Ozpin shouted.

Suddenly, Spider-Man swings over to Ozpin and uses his amazing strength to throw away the debris that was pinning him down. "Spider-Man?!" Pyrrha remarks in shock to see him in the supposedly secret vault.

"Ozpin! Are you guys all right? Heard an explosion beneath the school and thought I'd find a way in here by using the tower's elevator. Had no idea it led to an underground chamber. What happened here?" Spidey asks while freeing the other huntsmen.

"Goblin. He ambushed us to gain something dangerous." Ozpin answered, not revealing the whole truth to him.

"Does it have anything to do with the Maidens?" Spidey asks, shocking the group of his knowledge about their existence.

"When did you know about the Maidens?!" Goodwitch asked.

"Some masked lady with a sword and an attitude told me a while ago." Spidey answered.

"Masked lady…?" Qrow questions, suspecting he's talking about his twin sister, Raven.

"Yo Oz, I need some answers. What's going on? What do you know about the Maidens? Why are four adults hanging around with Pyrrha in a secret underground vault, 'cause that's creepy and suspicious?" Spidey asked.

"And who's Salem, and how do you know her?" Pyrrha adds her own question.

"Never heard of her. Who's that? She sounds like a witch." Spidey remarked.

Ozpin sighs heavily as he can't hide his secrets from his guardians or his students any longer, "Considering the circumstances, I'm afraid I have no other choice. Gather your teammates. There's much to discuss." He ordered, as Ozpin's little brotherhood are ready to tell the students about Salem, the Maidens, everything regarding the secrets of Remnant.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: This chapter goes to show you that Goblin is one step ahead of the curve. His Universal Seed has absorbed the full powers of the Fall Maiden. Whether he'll go after the other Maidens is left for discussion. I should've noted this before, but Goblin Castle was inspired and based on "Thunderbolts Mountain" from the comics, the headquarters used by the Thunderbolts and Norman Osborn himself.**

**Next time: Incursions! A multiversal calamity approaches! Return of the Blue Blur!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	58. Vol 3 Issue 8: Crisis on Infinite Worlds

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! What was Goblin doing in a secret vault underneath the school? Why IS there a secret vault underneath the school? Ozpin has a lot of explaining to do, and it seems to involve the Maidens. I already know about them, but what does HE know about them? And who's this Salem lady?**

**BGM End**

* * *

_Vol 3 Issue 8: Crisis on Infinite Worlds_

**Beacon Academy, Ozpin's Office**

In the quiet evening after Goblin assaulted the Beacon Vault for the Fall Maiden's power, Ozpin has gathered Spider-Man, Team RWBY, and Team JNPR inside his office. The students face their headmaster and his group, Goodwitch, Ironwood, and Qrow, after they have just finished telling the story of the Maidens. Silence fills the air as Qrow takes a swig from his swig next to the desk asking, "Really? No questions?"

"Fascinating story, even though I've heard it already, but I come from a world where I deal with magical threats one third of a time. And I'm friends with the Sorcerer Supreme. I'm not too terribly surprise magic exist in your world." Spidey quipped, unfazed by the sudden existence of magic in Remnant.

"And considering the fact we're at war with an interdimensional super-criminal wielding actual cosmic power to take over the universe, magic is probably the most believable thing I've heard in a while." Yang remarks, surprised but not too surprise considering the other weird things that's been happening lately.

"Still, that doesn't mean we have questions. This is just…a lot to take in." Jaune remarked.

Qrow sighs, "Sure, of course."

"So these…Maidens…They're powerful fighters that don't need Dust to use magic." Ruby says, reviewing the nature of the Maidens.

"Yes." Ironwood nodded.

"And there are four of them?" Nora questioned.

"Always." Goodwitch answered.

"Which means that, whenever one of them dies, the power transfers to someone - a female - that they cared about?" Ren questioned.

"Whoever was in their thoughts last. Important distinction. Best option is someone we can trust. Regardless, their souls become combined, in a way." Ozpin clarified.

"Similar to Peter being chosen to be the host of The Other." Blake turns to the webhead.

"Except being a Maiden sound awesome and can control the elements, while _I'm _bonded to a multiversal mystical _spider-monster_ that nearly took over my body to destroy the world." Spidey quipped.

"And that's what you were trying to do to Pyrrha. You were trying to turn her into one of them." Jaune remarks to his teachers.

"The previous Fall Maiden, Amber, had been attacked. She was young, inexperienced. And her assailant, who we now know is Cinder, somehow managed to steal some of her power, but not all of it. We were afraid that if we didn't do something, the rest would go to her as well." Ozpin explained.

"So you were going to force it on Pyrrha?" Jaune remarks, looking a little angry at his teachers.

"Jaune, listen! They weren't forcing me to do anything! They explained the situation and gave me a choice, and I would've done it to protect you and the world." Pyrrha says to calm him down.

"Too late for that. Goblin stole the power of the Fall Maiden to fuel his Universal Seed, and it's likely he'll go after the others later, now that he knows we're on to him." Spidey said, before turning to the professors, "By the way, we've also been hearing talk about the Gods of Remnant lately. Dormammu and Madame Web mentioned them. They were the ones who created that Spider-Temple at Mt. Glenn. What do you know about them?" He asked them.

**BGM-Sonic Riders: Zero Gravity OST-The Divine Wings**

"The world has existed for a long time, long enough to have created legends of dozens of gods. But I can confirm, that two of those legends, are _real_." Ozpin replied, as he begins to tell the tale of the gods. "They were two brothers. The older sibling, the God of Light, found joy in creating forces of life. Meanwhile, the younger brother, the God of Darkness, spent his time creating forces of destruction. As you can imagine, they both had pretty different ideas about how things should go."

"Why? Was one of their pizzas deep-dish?" Peter quipped.

"Shut up and listen." Ironwood calmly told him with a stern glare.

Ozpin continues his tale, "The older one would spend his days creating water, plants, wildlife. And at night, his brother would wake to see all the things that the elder had made and become disgusted. To counteract his brother's creations, the god of darkness brought drought, fire, famine, all he could do to rid Remnant of life. Life always returned. So one night, the younger brother went and made something - something that shared his innate desire to destroy anything and everything."

"The creatures of Grimm." Ruby remarked.

"Exactly." Ozpin responded. "The older brother finally had enough. Knowing that their feud couldn't last like this forever, he proposed that they make one final creation... together, something that they could both be proud of, their masterpiece. The younger brother agreed. This last great creation would be given the power to both create and destroy. It would be given the gift of knowledge, so that it could learn about itself and the world around it. And most importantly, it would be given the power to choose, to have free will to take everything it had learned and decide which path to follow - the path of light or the path of darkness. And that is how Humanity came to be."

"But…what does that have to do with us?" Weiss questioned.

Ozpin answers, "See, the four gifts to mankind - knowledge, creation, destruction and choice - aren't just metaphorical. Each of them exists in a physical form, left behind by the gods before they abandoned Remnant, and each of them is extraordinarily powerful. If someone were to collect all four, they'd be able to change the world. That's exactly what the enemy wants. The Huntsman Academies were created to train generations of Humanity's protectors, but they also serve another purpose - guarding the Relics. When my predecessor founded the schools, he built them around the Relics to act as a fortress. Not only would they be easier to defend, but they would constantly be surrounded by trained warriors. The hope was that hiding them would keep mankind from using them against itself... and, of course, keeping them out of _her_ reach."

"So yeah, there's that." Qrow remarks after the tale was concluded.

"Her. You mean Salem?" Ruby questioned.

"That's right. Not much is known about her." Qrow responded.

"What's to know? She's your cliché supervillain who wants to achieve ultimate power to rule the world." Spidey quipped, describing Salem in a nutshell. "And quite frankly, she's the LEAST of our concerns right now compared to Goblin, who already has ultimate power BEYOND the Maidens and Relics and is planning to take over the ENTIRE universe! Not even SHE is gonna survive what's coming." He stated.

**BGM End**

"We certainly found ourselves in quite a pickle. I'm starting to hate cosmic magic more than _actual_ magic." Qrow groaned. As the huntsman takes another sip of his flask, weird mystical smoke starts flowing around the office, much to everyone's surprise. "Where's this smoke coming from?" Qrow remarks in surprise.

**BGM-Dragon Ball Xenoverse OST-Cutscene: Alternate Age**

"Uh oh. I've seen this happen before." Spidey remarked. "No Spider-Sense. No danger. So this has got to be…" He stares at the smoke as it manifests into the astral projection of Madame Web for everyone to talk to, "Madame Web. You don't _surprise _me anymore. This time, I knew it was you."

"_I see nothing clever in that, Spider-Man. You've ALWAYS been AWFULLY good at deducing things that were PATHETICALLY obvious." _She mocks him, which got a laugh from his friends behind him.

"Gee, thanks. Don't tell me you teleported all this way just to insult little ol' me?" Spidey quipped.

"_No." _She emphasized. _"To inform you of the grave prophecy that will end us all."_

"Prophecy? Now you're telling me there's a prophecy?" Spidey remarked.

"Is this related to what you relayed to us before?" Ozpin asks the psychic.

"_Yes." _She nodded.

"You knew about this prophecy already? When will you stop hiding secrets from your lovable students?" Spidey jokes to his teachers.

"Like you're one to talk, webhead." Qrow quips to the hypocritical webslinger.

"If this prophecy is related to Goblin trying to take over the universe, we know that already and are working very hard to stop him." Ruby told the astral psychic.

"_And I am grateful, but this catastrophe is bigger than ANYTHING you have encountered up until now. I know Dormammu has hinted to you about the Incursions." _Madame Web said to the heroes.

"Yeah, and we're still trying to figure out what those are or if he was lying." Spidey quipped.

"_He was not."_

"Seriously? The lord of the Dark Dimension was telling the truth?"

"_Because these Incursions threaten his and EVERY reality in existence." _Madame Web explains, _"By now, most of you have been informed of The Pulse that scattered the ISO-8 across Earth. But, The Pulse was just a symptom of the real crisis. The Incursions, disruptions in space-time. Thanks to Osborn's UNSTABLE Universal Seed, rifts are shredding the barriers between our realties, causing other dimensions to collide with one another, jeopardizing every universe. Observe." _Summoning the Web of Life, she projects to the heroes a live feed of two Earths from two different universes colliding with each other in the same space. _"These are two Earths from different universes sharing the same space at an 'incursion point'. Once time is up and the Earths collide, both the planets and their respective universes will be obliterated." _She says, as the Earths crash into each other, destroying both universes as a result.

The heroes were left utterly horrified to have witness the destruction of two universes. "Y-You're joking? Universes are literally COLLIDING and are being DESTROYED?!" A horrified Spidey is taken aback by the destruction of two dimensions.

"_I'm afraid so. I have received visions of the future. As long as the Universal Seed exist absorbing dimensional energy, EVERY universe in ALL reality, including our own, will suffer the Incursions and be UTTERLY destroyed." _Madame Web somberly informs them of the destruction of the multiverse.

"This CAN'T be happening…Our universe…is going to die?" A horrifically stunned Jaune asks, sharing the same terrified expression as his friends.

"What kind of phenomenon are we dealing with here?! This goes COMPLETELY against the laws of nature!" Goodwitch remarks while struck with horrified disbelief.

Spidey growls, clenching his right fist with furious anger, "Osborn, you sick LUNATIC! I told him, I TOLD HIM something like this would happen! Forget magic! Controlling immense cosmic power is TOO MUCH for any mortal! Osborn doesn't get that! His arrogance and recklessness with the Universal Seed is gonna get us all KILLED!"

"_This is the ultimate challenge that I have been preparing you for, Spider-Man." _Madame Web tells him. _"Any fading hope that our worlds have left to survive the coming apocalypse…lies in you and the hands of your allies."_

"You were preparing _me_ to stop a multiversal disaster? You couldn't have chosen a _worse _chosen one." Spidey joked.

"Even I'll have to admit this might be a little out of our league." Ozpin said to the psychic.

"We're Huntsmen trained to fight Grimm and protect mankind! Not prevent cosmic destruction!" Goodwitch argued with her.

"We've been doing well so far, but yeah…" Yang remarks, but even she and her fellow students look rightfully unsure if they have what it takes to save the multiverse.

**BGM End**

Ruby approaches Peter with a worried expression, "Peter, you have more experience saving the universe than anyone else on Remnant. What should we do?"

Spidey turns away from her, doing some serious thinking to himself and ponders the one decisive plan that will help save their universes from obliteration. After a little moment, he looks at Madame Web and asks, "Madame Web. Is it FINALLY time I can go back to Earth?"

"_Yes. Our timelines will soon realign with each other." _She answered.

"Good. Forgotten I traveled back in time when I arrived in this dimension. Gotta love unstable dimensional portals." Spidey joked.

"What are you planning?" Ruby asks him, just as curious as the rest of her friends.

**BGM-Marvel Ultimate Alliance 3 OST-** **Ultimate Alliance Returns (Main Title)**

Spider-Man turns around, facing his friends with a confident demeanor of hope answering, "We're gonna be forming the ultimate alliance between both our universes!"

"WHAT?!" His Remnant allies responded in utter surprise of his idea.

"You're crazy!" A shocked Weiss remarked.

"And a genius." He quipped. "The Incursions threaten both our universes. We've been playing by Goblin's rules this entire time. Now it's time we play by MY rules." He declared with a clenching raised fist. "I come from a dimension where superheroes have saved the world, AND the universe, _countless _times. I know pretty much every superhero there is on my world, and they'll be willingly to lend us a hand if I ask. We got the Avengers, Fantastic Four, X-Men, Guardians of the Galaxy. Even solo heroes like Daredevil and Doctor Strange have experience preventing universal destruction." He assures his friends with hope of survival.

"You sure they'll be enough?" Ren asked.

"They don't call us earth's mightiest heroes for nothin'." Spidey smiled. "We have heroes like Iron Man, billionaire armored superhero who's one of the smartest geniuses on the planet. We have Captain America, a war veteran with an indestructible shield and has DECADES of experience leading an army. We have a Hulk, and when it comes to brute strength, he's the _strongest _one there is. And there's also Thor. Simply put, he's a _god _that can control lightning and wields a magical hammer strong enough to obliterate whole _planets_!"

"Your friends with a GOD?!" Jaune reacts in utter surprise, just as stunned as his friends and teachers.

"That is so COOL! Can't wait to meet him!" Nora smiled, totally excited to meet a god of thunder.

"That is most _definitely _reassuring." Qrow smiled.

"What about the military of your world? Will they be willingly to lend us a hand?" Ironwood asks the webslinger.

"I'm sure SHIELD won't mind. They're a global peace-keeping organization led by Director Nick Fury, who's most likely not gonna be too happy with me when he learns about the end of the multiverse." Spidey remarks, shamelessly rubbing the back of his head.

"We're going to be teaming up with heroes from another universe! This is so exciting!" Ruby remarks with an excited smile to her equally-excited teammates.

"Speaking of…" Spidey takes out the blue Chaos Emerald and turns to Madame Web, "Madame Web, can you get in contact with a person named Sonic the Hedgehog from Earth-1991, on the planet Mobius?"

"_Of course. I've talked to him before." _Madame Web responded.

"Why am I not surprised anymore?" He quipped. "Can you hurry and tell him to meet me at Remnant tomorrow night? That's when we'll be leaving for Earth. I _know_ there's a reason why I have one of his Chaos Emeralds." He requested.

"_I'm sure there is. I'll get in contact with the young hedgehog right away. It is time for him to begin his important role in this grand venture." _She replies with an ominous tone, ready to recruit the legendary blue hedgehog to the alliance.

**BGM End**

* * *

**In Earth-1991, on the planet Mobius…Emerald Hill Zone**

**BGM-Sonic Mania OST-Friends (By Hyper Potions)**

In an entirely different universe, at a tropical paradise on the shores of an island, birds are chirping to the beautiful afternoon until they were scared away by a sudden blue blur. This blue blur belongs to a speedy, yet small blue hedgehog running around at the speed of sound. His name is Sonic, and as a cocky smile forms on his muzzle, he revs up a figure eight while in motion to zoom at speeds unprecedented in any world.

He zooms along the grassy plains while allowing the wind to blow past him. He zips through a large loop before rolling into a speedy blue ball to avoid obstacles in his path, until he jumps off a ridiculously large jump that sends him to the air to perform a quick stylish pose before zipping down to bounce all around the area at blurry speeds. As he runs on a bridge, he performs a powerful boost that envelops himself in a blue aura, exploding into a sonic boom as he runs faster than he has in the past few seconds before spin-jumping over a high cliff, smiling as he admires the beautiful view of Emerald Hill Zone from high in the air before skydiving towards a tree to safely grind on back to the ground before continuing his run.

**BGM End**

While the hedgehog is enjoying his nice relaxing jog, he's about to be wrapped up in a whole new adventure that's going to involve his entire universe and space-time. The sky suddenly goes from a peaceful blue sky to a foreboding red color. "Huh?" Sonic notices the sudden change in the sky as he slides his feet forward to brake. He stops and quickly glances his surroundings for the source of the problem, "What's going on? Why is the sky suddenly red?"

**BGM-Sonic Rush OST-Anxiety**

As he looks to the sky, his jaw drops in shock as his eyes widen in surprise at what he's staring at, "Whooooooa…" The Incursions have arrived in Sonic's universe, as another planet is orbiting around Mobius for everyone on both worlds to see. "Either Little Planet has returned and became Big Planet, or something _bad_ is happening." Sonic remarks calmly.

"SONIC!"

"Huh?" Sonic turns around to be greeted by a purple cat descending to his side using her fire powers to hover. The hedgehog recognizes her as his good friend, "Blaze?! What are you doing here?"

"It's like the first time we met. Our two dimensions are converging suddenly." Blaze the Cat answered.

"Again?! Who blew it this time?!" A surprised Sonic asked.

"I am uncertain. There was a sudden disruption in space-time that scattered the Sol Emeralds I was guarding. I was able to recover all but one, and have no clue where it could be. I believe it might be somewhere in your universe, which is causing these space-time disruptions between our worlds. We both know that when the Sol and Chaos Emeralds exist in the same reality, it could destroy both universes." Blaze explained, unaware it's not the emeralds that are behind this dimensional event.

"Only when the user has no idea how to control them, and we _both _know two certain morbidly obese evil doctors who are usually to blame for this sort of thing." Sonic remarks with a serious demeanor.

"You believe Doctors Eggman and Eggman Nega are behind this?" Blaze asked.

"They've done it twice before. Though it's strange for them to retry their first plan." Sonic replied.

**BGM End**

"_That's because they are not the ones behind this catastrophe."_

**BGM-Sonic Adventure OST-Theme of Tikal**

"Who said that?" Sonic remarks, as the heroic duo glance around for the source of the mysterious voice. The source came from a floating red orb descending in front of them that the hedgehog instantly recognizes, "Hey, it's Tikal!"

"Who?" Blaze questioned.

"An ancient spirit who lives inside the Master Emerald. If she's out here, then something is _definitely _going on that's not good for anyone." Sonic described.

A bright light emits from the red orb, blinding the heroes for a moment until the light disappeared and in its place is a teenage echidna girl in a spiritual form, _"Sonic. Princess Blaze. Forgive me for this sudden greeting, but time is of the essence. All of reality is facing oblivion if we do not take action immediately."_

"Is it because of the Eggmen and the emeralds?" Sonic asked.

"_No. This calamity was caused by an interdimensional supervillain calling himself the Goblin King. He has acquired a dangerous cosmic power that has instigated the incursions between realities." _Tikal explained.

"Incursions? So it's not just our two universes that are colliding." Blaze remarked.

Tikal nods, _"That's right. I was informed of this prophecy by an old acquaintance, Madame Web. She has talked to you before, Sonic."_

"She has?" Sonic commented.

"_She was your secret ally in the battle against Dr. Eggman and Dr. Octopus." _Tikal clarified to refresh his memory.

"Oh yeah, I remember her. She was that telepath who told me about 'web of realities' and other weird stuff." Sonic remarks with a smile.

"_She has requested your assistance. Yours and Blaze. As well as Tails and Shadow. She has foreseen your involvement in the coming battle to assist Spider-Man to defeat the Goblin King. Once you have gathered your allies, meet with Knuckles on Angel Island to begin your journey." _Tikal instructs the duo.

"Spider-Man?! Haven't heard from him in a while." Sonic remarks with visibly shocked eyes upon hearing the name of his old friend.

"Who is he?" Blaze questioned.

"He's a new friend of mine from another universe. We worked together to save both our worlds from Eggman and Doc Ock. Come to think of it, this Goblin King _does_ sound like someone from his crazy rogues' gallery." Sonic informs her of his first team up with Spider-Man.

"Then we should hurry and assist him in his defeat." She responded.

Sonic turns to the echidna spirit, "We'll go gather the gang, Tikal, so sit tight. This'll be over in a flash."

Tikal smiles with her hands cupped, _"Thank you."_

Sonic smiles eagerly while revving up his feet for a new adventure, "Let's go find Tails! Should be hanging in Mobotropolis! It's not far from here!"

"Right!" Blaze remarks with a determined face, as the dimensional partners race towards Mobotropolis.

**BGM End**

* * *

**Later at Royal Hills Zone, Mobotropolis…**

**BGM-Sonic Rush Adventure OST-Tense**

"So the tear in the space-time continuum _wasn't _caused by Eggman?" Tails remarked.

Sonic and Blaze have met up with Tails outside his workshop, with the two-tailed fox standing next to the Tornado 2 while he was informed by the Incursions. "Nope. Some other maniac called the 'Goblin King' is behind this one. We need to hurry and stop him before our universes are destroyed." Sonic told his little buddy.

Tails nods with a determined look, "You can count on me, Sonic! I just got done optimizing the Tornado 2. We can leave for Angel Island at any time."

Approaching the group while holding an advanced handheld computer in her hand is Sally Acorn, princess to the Kingdom of Acorn, and leader of the Freedom Fighters. "And I just got in contact with Shadow. He'll be meeting with you on Angel Island using Chaos Control." Sally informs her friends.

"Someone's in a rush to get this over with." Sonic quipped with a smirk.

"Which is _good _because the last time our worlds co-exist like this, they were nearly destroyed." Sally retorts with an annoyed glare at the jokester. "You three need to hurry and stop this Goblin King before he destroys everything. The rest of the Freedom Fighters will stay here to offer support to anyone suffering from this Incursion. The world is still recovering from the Dark Gaia incident, so we need to spread hope we'll survive this multi-dimensional calamity."

"You worry too much, Sal. I saved the universe plenty of times. This'll be a piece of cake." Sonic joked.

"Uh huh. Blaze, make sure to keep an eye on him so he wouldn't do anything _too _reckless." Sally requests to the fire princess.

"I'll try my best." Blaze responds with a nervous smile, as she follows Sonic and Tails to the Tornado 2.

The sol princess sits in the back seat of the biplane as Tails jumps into the cockpit to get it ready for liftoff. Sonic jumps onto the wings with a smirking pose as the biplane is about to take to the skies, "Next stop: Angel Island! Hope you're still doing your job, Knuckles!" He jokes, as the Tornado 2 flies off to the red sky and towards the floating island while Sally watches them leave with a somber expression.

**BGM End**

* * *

**Later at Angel Island…**

**BGM-Sonic Battle OST-Holly Summit**

"Yup. Tikal already told me what's happening. We certainly have our hands full this time." Knuckles the Echidna said, conversing with his friends at the altar where he is guarding the large Master Emerald. Shadow the Hedgehog has also joined them, leaning on a pillar after using Chaos Control to teleport himself to the island. "I mean, why else would Chaos suddenly show up sitting here?" The guardian echidna points his thumb at the sentient water entity known as Chaos sitting calmly next to the large emerald while staring at the other world orbiting his world.

"Is that the creature's name?" Blaze questioned.

"Yeah. He's the guardian god of the Chao. Only shows himself in times of a great disaster like these Incursions." Knuckles briefed.

"This Goblin King sounds like he possesses immense power if he's capable of colliding worlds. Defeating him might require all of our power. Sonic, do you have the remaining Chaos Emeralds?" Shadow asks his blue rival.

Sonic shrugs, "Nope. You're the only one with a Chaos Emerald. Not sure where the others are. And Blaze doesn't know where her last Sol Emerald is."

"Because of the Incursions disrupting time and space, the other emeralds must have been scattered between all realities. They could've appeared in any universe." Tails explained.

Blaze grunts, "That will be a bother."

"Don't sweat it, Blaze. We'll find them. Let's go meet up with Spidey and then we can form a plan." Sonic smiles confidently to reassure they have hope.

**BGM End**

**BGM-Sonic Heroes OST-We Can**

At that moment, Tikal materializes atop of the Master Emerald in her spiritual form that instantly gathers everyone's attention. "Tikal!" Sonic remarked.

"_Thank you heroes for gathering on such short notice. The fate of ALL worlds rest in your hands." _Tikal tells them.

"We know what's up. We got this." Sonic smiles, winking with a thumbs up. "So, where's Spidey? Is he hanging around in his universe?" He asked.

"_He currently resides with his new allies in the World of Remnant. Earth-7929. That is where you can find him." _Tikal informs the group.

"Setting coordinates to my D.T.W. now." Tails inputs the coordinates into his wrist device. "Me and Tony Stark built these to travel dimensions using ISO-8. It should transport us to Remnant with no problems."

"_Chaos and I will stay guard of the Master Emerald." _Tikal told the heroes.

"Thanks, Tikal." Knuckles expresses his gratitude with a goodbye wave, as the heroes get aboard the Tornado 2.

"Wonder what's Spidey doing in this Remnant place? Sounds like a small world." Sonic jumps onto the wing of the biplane.

"You can ask him once we arrive." Shadow remarks stoically as he stands atop the wings.

"Enough talk. We must hurry. Our worlds are counting on us to work together and prevail against this new threat." Blaze also joins the hedgehog atop the wings.

"Don't worry. We can handle anything that comes our way." Knuckles says confidently, sitting in the backseat behind Tails.

"Opening dimensional portal to Earth-7929! Now!" Tails activates his DTW, pointing his wrist high towards the sky to open a large golden ring that allows for interdimensional travel.

"_Good luck, heroes!" _Tikal wishes for their success, as she and Chaos watches the Tornado 2 take off to the skies and flies towards the large Warp Ring.

"Heh! There's no way I'm missing this! Roll out the welcome mat, Spidey! It's party time!" Sonic grinned eagerly, as the mobian heroes flies into the Warp Ring to begin their brand-new exciting adventure that'll decide the fate of all universes.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: As I mentioned before, Sonic's group will have more significance in this plot than in the original story, where they were regulated to important cameos. The Universal Alliance of Heroes is just beginning, as it's time for the worlds of Marvel, Sonic, and RWBY to collide for the first time (chronologically).**

**Hamm1999: I don't watch Star Trek, so that reference was completely unintentional.**

**Next time: The Ultimate Alliance! A Unified Army of Heroes comes together!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	59. Vol 3 Issue 9: The Ultimate Alliance

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Osborn's Universal Seed has been causing these Incursions, disruptions in space-time that're causing universes to collide with each other. If we don't stop him soon, the entire multiverse will be destroyed. Luckily, I have a plan. Form the ultimate alliance of heroes between our universes! Already planning to meet up with the Avengers, and I've also called in my old pal, Sonic to back us up. I can feel this alliance is gonna be special.**

**BGM End**

* * *

_Vol 3 Issue 9: The Ultimate Alliance_

**Beacon Academy**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

"Welcome, Huntsmen of Remnant! Glad you're all here for our interdimensional field trip!" Spider-Man said enthusiastically, greeting all of his Remnant allies from his friends in Beacon to his allies in the Atlesian Military, as they stand at the nightly courtyard for a little meeting before heading to Earth. "You already know me as your friendly neighborhood Spider-Man, and I'll be your trusty interdimensional tour guide when we visit Earth to assemble the GREATEST alliance our universes have ever seen! Pack your bags and bring your snacks because we might be staying overnight! I should warn you, there is an ASTONISHING amount of powerful people in my world and a lot of them are flat-out crazy unless you're Thor, so don't be surprised if you get a _little_ over your head!" He informs his Remnant friends.

Qrow scoffs with a smile, "Never imagined in a million years I'd be traveling to a parallel world. Even if I was drunk, I'd still think this is unbelievable." He said, joining Spider-Man to Earth alongside Team RWBY, Ironwood, Winter, Penny, and the criminal duo, Mercury and Emerald.

"Awwww. I can't believe you four were chosen to visit an alternate dimension. I wanted to make friends with Thor." Nora whines, talking to Team RWBY while hanging around Team JNPR, Sun, and Neptune.

"I would be very shocked if you become friends with a thunder god." Weiss remarks.

"Was that a pun, Weiss?" Yang quips, turning to her teammate with a smile.

"No!" Weiss retorted. "It was _completely _unintentional!"

"Can't wait to meet Captain America for leadership advice, or maybe Iron Man to build me awesome new weapons!" Ruby said, eagerly excited to meet the Avengers.

"Really wish all of us could come with you to meet the Avengers." Sun said to Blake.

"Someone's gotta watch the school in case Goblin attacks again." Blake replied.

Nearby, Penny and Winter are standing alongside Ironwood as he's giving some important orders to his Ace-Ops. "I'm putting you all in charge of the kingdom's protection until we return. Contact us if anything happens." Ironwood orders his elite team.

Clover nods, "Affirmative, sir."

The general then turns to Emerald and Mercury, "You two will be coming with us. I know you two agreed to join our alliance, but I'll feel a lot comfortable having plenty of heroes keeping an eye on you."

"You must be pretty scared of us wanting heroes from another world to keep you safe." Mercury smirkingly mocks at the general, who replies with an irritated growl.

"Is your Webware working alright, Ozzy?" Spidey asks while approaching the headmaster.

"Perfectly. With the ISO-8 shard inserted to the device, I'll be able to contact you through dimensions in case something happens here." Ozpin replied, showing the webhead his communications wrist device.

"Good." Spidey replied.

"Are we ready to leave, Spidey?" Ruby approaches him.

"Not before my friend shows up." He answered.

"You mean that Sonic guy?" She questioned.

Peter nods, "Yeah. Don't know what's taking him so long. For the fastest thing alive, he's certainly running late."

**BGM End**

While conversing with her friends, Blake notices something forming high in the nightly sky near the school and turns to stare at it, "What is that?"

Then, everyone looks to the sky and spots a large golden ring floating in the air. "That looks like a giant…ring?" Pyrrha remarks with a slightly confused face.

At that moment, the heroes see a blue biplane dashing out of the Warp Ring as it flies high in the sky. "Is that a bird?" Jaune remarks, having a hard time staring at the biplane flying high in the air.

"I think it's a plane." Yang narrows her eyes for a better look.

Spider-Man stands in front of his friends and uses the zoom-in function of his lenses to get a better look of the plane, spotting its two-tailed pilot as well as his four differently colored animal passengers, one of them being a familiar blue hedgehog. Spidey laughs in joy as he recognizes those folks, "No! That's the Tornado!"

**BGM-Sonic the Hedgehog 4 OST-A New Frontier**

High in the sky, Sonic scans below his new environment for any sign of his old friend, Spider-Man. "So this is where Spidey has been hanging out. Any idea how we can find him, unless any of you have his cell number?" He asks his friends.

Before Tails could respond, he hears his Miles Electric beeping and notices it has picked up the signal of a Chaos Emerald nearby, "Would you look at that? I'm picking up the signal of a Chaos Emerald nearby! I think it's one of ours!"

"Where is it?" Sonic asked.

"Down there! I think that's a school!" Tails points down at Beacon Academy.

"Looks like people have already spotted us. And…" Knuckles notices the huntsmen staring at them, but was shocked when he notices a familiar red-and-blue webslinger among them, "Hey, isn't that…?"

"Spider-Man!" Tails exclaims in happiness.

"That didn't take long!" Sonic grinned, as the Tornado descends towards the docking area.

"Let's go greet 'em, folks! And prepare to be a little surprise!" Spidey told his Remnant allies, as everyone walks towards the docking bay, as Tails nears the cliffside and pops out the wheels of his plane for a safe and clean slide around the docking area until it comes to a complete stop.

**BGM End**

**BGM-Sonic the Hedgehog 4 OST-Sylvania Castle Zone (Act 1)**

Sonic was the first to jump off the plane and smiles as he sees old webheaded friend approaching him. "Hey Spidey! Long time no see! Liking the new duds!" He compliments his Tech Suit before sharing a bro-fist with the webhead.

"Thanks. Kept us waiting, huh? It's about time. It's been months since I last seen you." Spidey smiles behind the mask, happy to be reunited with his friends from Mobius.

"Months? It hasn't been that long." Sonic remarked.

"You tend to lose track of time while traveling through it when getting sucked into an unstable dimensional portal." Spidey quipped.

"Heh. Gotcha." The hedgehog smiles, totally understanding his situation.

"Hi, Spidey!" Tails happily greets his fellow genius with a joyful wave, while standing alongside Knuckles, Shadow, and Blaze.

"Hiya guys! Great to see you again. Welcome to Remnant!" Spidey introduces his mobian friends to this alternate dimension.

"So this is Remnant. What's it like?" Knuckles asks him.

"It's like being stuck in a high school anime fairy tale." Spidey joked.

"A fairy tale? I had an adventure inside a storybook to stop an evil genie not too long ago." Sonic remarks, smirking while recalling his mystical adventure in the world of the Arabian Nights.

"Wow. Your universe sounds as nutty as ever." Spidey chuckles, while he is joined by his Remnant allies, who are all equally amazed to be meeting talking animal people from another dimensions.

"Uh, what are we looking at?" Mercury remarks with a shocked expression on his face while staring at Team Sonic.

"Wow. I didn't know your friends were animals, or look so small." Ruby remarks in amazement.

"I'm surprised they can talk." Weiss commented.

"Are they, like, Faunus of another universe?" Blake asks the webhead.

"Faunus? What in the world is that? I'm a hedgehog!" Sonic responded to the cat faunus.

"Yeah, they're something like that." Spidey answers her. "You can refer to these guys as 'Mobians'. They're like Faunus except most of them are small and tend to have a lot of fur. And this spiky blue devil is their world's greatest hero. He can really move and packs an attitude." He points at Sonic.

Sonic grins as he greets his new outworldly friends with a thumbs up, "I'm Sonic. Sonic the Hedgehog! When it comes to speed, I'm the fastest thing alive in any universe!"

"Really?!" Ruby remarks in joyful surprise to be meeting with another speedster, who claims to be far faster than her.

Harriet scoffs to his cockiness as she believes she's faster, "Doubt that."

Sonic smirks at her cockily, then at the school before running back and forth at instantaneous speed and returns to his original position, this time holding a chili dog that he starts eating, "Nice school you have here. Almost worried your cafeteria didn't have any chili dogs." He said cockily, utterly shocking the huntsmen with his absolute speed.

"When did you…How did you…" Harriet was left speechless that his claim of being the fastest might be true.

"Amazing! I had no idea there were people faster than me!" Ruby remarks, taking a liking to the hedgehog already.

Next it was Tails' turn to introduce himself, "Hi! My name is Miles Prower, but everyone calls me Tails! Me and Sonic help protect our world as members of the Freedom Fighters, where I help as the team's mechanic and pilot."

"So that was you who was piloting this plane?" Weiss points to the Tornado 2.

"Yup. The Tornado 2! Built it myself!" Tails answers proudly.

"And you're _how _old?" Glynda asks with a surprise look on her face.

"8, miss." Tails answered, shocking the adult huntsmen of the presence of a fox child prodigy.

"Quite a prodigy." Ozpin smiled.

"Awww. Don't think I've ever met a fox kid who's as adorable and smart as you in my life." Weiss smiles, finding him adorable while kneeling and rubbing his soft head, making the fox giggle in embarrassment.

"Who are you, boxing gloves?" Yang approaches Knuckles.

"I'm Knuckles the Echidna. But you can call me Knuckles. While Sonic brings the speed, I bring the muscle and smash anything that's in my way!" Knuckles smirks while smashing his fists together.

"Because unlike Sonic, you don't chuckle. You'd rather flex my muscles." Spidey quipped, getting his girlfriend to chuckle while the echidna growls at him.

"I don't buy a small guy like you can be so tough." Yang remarks with a grin, mocking and underestimating the echidna's strength.

"Want me to knock you to next week to prove it, bushy blonde?!" Knuckles angrily confronts the blond brawler, instantly angering her with the nickname.

"Huh?! What'd you call me, you red mutt?!" Yang furiously faces him, sparking a new rivalry between the two powerhouses.

"You two are gonna be _great _friends." Spidey sweatdrops while staring at them.

"What's your name?" Ironwood greets the stoic Shadow the Hedgehog.

"Shadow the Hedgehog. I'm the world's Ultimate Lifeform and a special agent of G.U.N." Shadow introduces himself.

"GUN?" Ironwood questioned.

"My world's global military organization." Shadow answered.

The Atlesian General smiles hearing about his military's counterpart, "Glad to know. I'm James Ironwood, General of the Atlesian Military." He shakes hands with the military hedgehog. "And these are some of my elite Specialists, Winter Schnee and the Ace-Ops." He introduces his specialists.

"A pleasure that'll be doing business together, Agent Shadow." Winter formally greets the hedgehog.

"Likewise." Shadow nodded.

"Sonic, who's the cat girl? Never met her before." Spidey asks the blue hedgehog while referring to Blaze standing near them.

"Her name's Blaze. She's a princess from another dimension and guardian of the Sol Emeralds. They're like Chaos Emeralds, but fiery." Sonic introduces everyone to the interdimensional fire princess.

"You're a princess?!" Weiss remarks in shock.

"Forgive us, your highness, we didn't know we were expecting royalty." A surprised Goodwitch formally bows to Blaze along with most of the huntsmen in the area.

"It's alright. And please, just call me Blaze." Blaze replies with modestly.

"So you're also friends with a cat girl from another dimension. It's not fair your cat's a princess while the ones I've met are either thieves or ex-criminals." Spidey jokes, giving a sarcastic look at the former White Fang cat.

"Yeah. How unfortunate." Blake remarks dryly, giving an annoyed glare to the webhead.

**BGM End**

"You also mentioned Sol Emeralds. Not exactly sure if this's yours, but an interdimensional demon conqueror gave me this one. Long story." Spidey took out the red Sol Emerald from his pocket, surprising Blaze to a gasp.

"That's the last Sol Emerald! So you were the one who found it! Thank you, Spider-Man!" Blaze says while being handed her final emerald.

"Don't mention it. I also found a Chaos Emerald. Again, long story." Spidey tosses the blue Chaos Emerald to his blue hedgehog friend, who effortlessly catches it with one hand.

"Heh. Thanks, Webs. Knew we could count on you. That makes two Chaos Emeralds." Sonic smiles while playing around with the gem.

"What's a Chaos Emerald and Sol Emerald again?" Jaune asks, as most of the huntsmen are still mostly unclear of their existence and power.

"Lemme put it this way: What's your most powerful energy source?" Sonic asked the huntsmen.

"We have a naturally occurring energy propellant called Dust." Ozpin answered.

"Okay, whatever that is, multiply it by a billion and you've got the idea." Sonic simplifies casually, greatly shocking the huntsmen of the emeralds' power.

"The emeralds are THAT powerful?!" Pyrrha remarked.

"And that's from only _one _emerald. Have all seven and you can _basically _do whatever you want." Spidey quipped, horrifying the huntsmen even more.

"It's for that very reason is why I dedicate my life guarding the Sol Emeralds so their power won't ever be abused by evil forces." Blaze informs them of her duties as a guardian.

"I sympathize completely, Blaze." Ozpin smiles, as his eternal role is to protect the Relics from falling into the hands of Salem.

**BGM-Sonic Adventure 2 OST-Strategy**

"So have you guys been informed what's going on?" Spidey asks the mobians.

"You mean these Incursions destroying our universes? Me and Blaze's world are in the middle of one. It's the reason why the Emeralds were scattered across dimensions." Sonic replied.

"You're kidding?! Your worlds haven't been destroyed yet, right?!" Spidey remarks in shock.

"Not yet. Which is why we must hurry and defeat the Goblin King before that happens." Blaze replied.

"Any idea who this Goblin King is?" Shadow asks the wallcrawler.

Spidey answers, "He's my archenemy, Norman Osborn, aka Green Goblin. Psychotic CEO who used to be a crazy costumed maniac now a mutated monster with Hulk-like strength and fire powers. He's been using ISO-8 to create an army of goblins for his interdimensional war, destroying several dimensions to create a Universal Seed."

"Is it similar to the Cosmic Cube?" Tails remarked.

"Yeah. The more we fight his ISO-infused goons, the more energy it collects until it has enough power to create a new universe, but the Seed is unstable and has been shredding the fabric of reality that are causing these Incursions." Spider-Man explained.

"To summarize, Goblin plans to destroy all of existence and birth a new world where he would rule as god." Ozpin summarized.

Knuckles scoffs with annoyance at Osborn's actions, "Goblin sure has a lot of nerve pulling a stunt like this."

"So we need to remind Gobby of his place, huh? We can help out with that. This actually sounds like a lot of fun!" Sonic grinned.

"Fun?! Our worlds are being destroyed and you think this is all _fun_?!" Weiss retorts angrily at the cocky hedgehog.

"We deal with stuff like this almost every week. Saving the universe will be a piece of cake." Sonic cockily replied.

"I, wha…" Weiss is left at a loss for words, as she has never met anyone as cocky or as arrogant as Sonic before.

Tails sheepishly chuckles next to her, "That's Sonic for you. Always excited for a new adventure."

"So he's faster than Ruby and shares the arrogance of Yang and Spider-Man? I'm living a nightmare." Weiss tiredly says, feeling a headache inbound while touching her forehead.

"I LIKE 'IM!" Yang expressed enthusiastically.

"What's our game plan?" Sonic asks the webhead.

"Form an alliance between our worlds against Osborn. Now that you're here, we can head to Earth and recruit the Avengers, and maybe every other hero on the planet." Spidey replied.

"A pan-dimensional army to take down a super-dimensional baddie? Sign me up! I've been looking forward to an adventure like this for a long time!" An excited Sonic enthusiastically smashes his fists together.

"The cockiness from this one child…" Goodwitch remarks with a stern glare at the hedgehog.

"Tails, punch in the coordinates to Earth so we can go hero recruiting!" Spider-Man smiles while thrusting his finger ahead to a new adventure.

"You got it, Spidey! Setting coordinates for Earth Prime as we speak." Tails inputs the coordinates to his D.T.W. before opening a Warp Ring that'll transport them to Earth.

"Don't do anything insane until we get back." Spidey jokes to the heroes staying on Remnant while his group approaches the Warp Ring.

"We'll see everyone later! Bye!" Ruby happily waves goodbye to her friends, as Team RWBY, Ironwood, Winter, Penny, Qrow, Emerald, and Mercury follow Spider-Man and Team Sonic into the portal.

"Good luck, guys!" Jaune and the remaining heroes wave their goodbyes as they watch their friends enter the Warp Ring, as it transports them through time and space to Earth.

**BGM End**

* * *

**Earth Prime, at New York City**

The same night that Spider-Man and Green Goblin were blown into Remnant, the Warp Ring appears somewhere at the docks of the Hudson River that returns Spider-Man to his home dimension alongside his old and new dimensional friends. Rightfully so, the Remnant heroes are utterly amazed they have actually been warped to a parallel dimension that's unlike the future-fantasy where they come from, but still just as amazing.

"Wooooooow…" Ruby uttered in amazement.

"We've done it. We're among the first people of Remnant to travel to a parallel world." Weiss comments, looking around her new dimensional surroundings.

"This dimension smells like seawater." Yang quipped.

"We did arrive next to a river." Blake remarked.

"Earth! New York City! The Hudson River! I've missed you all so much! It's so good to be home! YES!" Spidey is extremely overjoyed to have returned to his home dimension, happily bumping the sky with his raised fists as he can't wait to reunite with friends and family.

"FREEZE!"

"Huh?" Suddenly, the heroes found themselves surrounded by an army of armored S.H.I.E.L.D. agents pointing their hi-tech weapons at them, much to their surprise. "Oh come on! It's barely been a minute since I came back and I'm already in trouble with SHIELD." Spidey joked.

"Tails, you sure you didn't transport us to a parallel Earth where SHIELD is evil, 'cause I don't wanna get arrested by _another _military force." Sonic quipped, preparing himself for a fight if that is the case.

"At ease, soliders! Sounds like you had a long day, Spidey." A certain gruff African American Director ordered his soliders to stand down as he walks pass them.

**BGM-Marvel Ultimate Alliance 3 OST-Standing Together**

Spidey looks ahead and gasps in shock as he recognizes the baldheaded director and his female second in command approaching his group while standing in front of the SHIELD agents. "Director Fury! Maria Hill!" The webhead recognizes the top ranking agents of SHIELD.

"**Don't forget about us, kid!" **Suddenly landing near Fury's side is the armored avenger Iron Man, clad in his Extremis Armor.

"Nice to see you again, son." The first avenger, Captain America joins his armored teammate by his side.

"Yo, yo, yo, Spidey! Gotten yourself in trouble again, huh?" The hotheaded member of the Fantastic Four, Human Torch descends to the ground while dispersing his flames to return to his normal human form, as Captain Marvel joins his side.

"Shouldn't be surprised you're involved in this mess." The stern X-Man, Wolverine walks into the scene alongside Black Widow.

"**We are glad to see you are unharmed, Spider-Man."** The heroic synthezoid, Vision descends next to Spider-Woman along with Dr. Strange as they too join this assembly of heroes.

"These are Earth's heroes?" Emerald remarks in shock and awe to be in the presence of strange and powerful looking heroes of another world.

"Whoa…" Mercury uttered.

"It's Dr. Strange!" Ruby happily recognizes the sorcerer supreme.

"And is that a Spider-Woman? You didn't tell us there's a Spider-Woman." Yang turns to her boyfriend.

"That's because I'm the more recognizable spider, and the more famous." Spidey joked.

"Keep joking, webhead!" Spider-Woman retorted.

"Sup, Avengers! Long time no see!" Sonic smiles, greeting his old dimensional allies.

"Nice to see you too, Sonic." Captain Marvel smiled.

"Wasn't expecting this kind of welcome home party, Fury." Spidey said to the SHIELD Director.

"This is an official S.H.I.E.L.D. operation, so you're taking orders from me now." Fury told him.

"I'm already a specialist of that other universe's military. I missed the days when I called my own shots." Spidey quipped.

"Which is probably why we're in this mess in the first place!" Fury responded. "Unless, of course, your sudden _disappearance_ and _reappearance_ with Sonic's group and these other heroes from a parallel universe has absolutely _nothing_ to do with the humongous ISO-8 explosion that tore a dimensional rift between realities, which SHIELD detected in the vicinity 30 minutes ago while it woke up half of Manhattan…"

Spidey's interdimensional allies stare at him with strange, and some stern, stares that leaves him totally embarrassed while he sheepishly rubs the back of his head for his spectacular blunder. "Yeah…I might know something about that…" He remarks shamelessly, until he realized about something he said, "Wait, 30 minutes ago?! You mean I've been gone from Earth for 30 minutes while I've been stranded in another dimension for like _half a year_!"

"Isn't that how unstable dimensional portals work?" Maria Hill remarked.

"Figures. Just consider yourself lucky that I've got a team of heroes on speed dial for missions of universal importance like this one." Fury told the webhead.

"So you guys know what's going on?" Sonic asks the Marvel heroes.

"**Just the general stuff thanks to Dr. Strange. ISO-8. Osborn. Goblin War. And recently a massive tear in the space-time continuum that's dooming our realities as we speak." **Iron Man approaches him.

"Whew! That saves me a buckload of explaining." Spider-Man remarked.

"Then explain to us who're your new friends are?" Fury asked.

"They're called Huntsmen. They're what heroes are like in Remnant. It's not as big as Earth and would've been less crazy if me and Gobby didn't ruin everything." Spidey introduces his huntsmen friends to his hero friends.

Ironwood shakes hands with Fury as he introduces himself and Winter, "I'm General James Ironwood of the Atlesian Military, and this is one of my top specialists, Winter Schnee."

"It's an honor to meet you, Director Fury." Winter said.

"Likewise, Ms. Schnee. Let me introduce you to Maria Hill, the deputy director of SHIELD." Fury introduces his stern, but good-hearted special agent, "Seems to me both of our organizations will have to work together to defeat Goblin."

Nearby, a slightly nervous Ruby walks over to Captain America to introduce herself, "You're Captain America, right?"

"I am. What's your name, kid?" Captain America asked kindly.

"M-My name is Ruby Rose. I'm the leader of my own little team. It's a true honor to be meeting with Earth's greatest hero. Spider-Man told me a lot about you." She introduces herself.

"Ruby Rose? Don't we have an actress that goes by that name here?" A sudden Spider-Woman quipped.

"It's a pleasure to meet you, Ruby. Looking forward to seeing your skills and leadership in action on the battlefield." Captain America smiles, curing the young girl's nervousness as its replaced with amazed happiness.

Not far from them, Human Torch attempts to flirt with an unamused Weiss, "So snow angel, doing anything else later tonight?"

"If it's about a date, I'm not interested, hothead." She denies his advances.

"That's cold." He quipped, causing her to silently roll her eyes at the pun.

Around them, Wolverine talks with Blake while getting a quick whiff of her scent, "You're not human."

"How did you know?" Blake asked, not too terribly surprised someone figured out her secret right away.

"I'm a mutant with superhuman senses that can smell the tuna sandwich you ate for breakfast. Why're you hidin' who you are?" He asks her.

"I'm a Faunus, and we're not generally liked in my world." She replied.

"Sounds like we have somethin' in common. Don't let the criticism get to ya, kitten." Wolverine assures her with a comforting hand on her shoulder, as he and other mutants can sympathize with discrimination between races.

Next, there's Captain Marvel comparing her long, beautiful blond hair and general looks to the young Yang. She smiles, "Huh. It's almost like staring at a teenage version of myself."

"Too bad our eye colors aren't the same or else people would mistake us for twins. I don't suppose your eyes turn red and your hair catches on fire when you use your superpower." Yang smiled.

"More or less that's the case when I go Binary, and I suspect the two of us like punching stuff. Nice to meet ya, sister." A smiling Carol shakes hands with the happy blond brawler, who might have found her favorite hero and role model.

By them are the synthezoids, Penny and Vision, as they are also comparing themselves with each other. "Salutations, fellow android!" Penny greets him enthusiastically.

"**As I expected. You are an advanced synthezoid like myself." **Vision said to the young robot girl.

Penny nods, "That's right. I'm so happy to meet someone else like me!"

"**Likewise. And I can imagine you too is still trying to grasp for your own humanity. If you like, I can offer my assistance." **Vision offered kindly since he can sympathize with the mental problems of being an android.

"Sensational! I would love that!" An overjoyed Penny accepted with a bright smile and a little hop.

Nearby, Black Widow is keeping an eye on the troublesome criminal duo, Emerald and Mercury. "I can easily tell you two have caused trouble in the past. If you're honestly here to help us, then don't get on my bad side." She said to intimidate them.

"We don't want the universe to get destroyed too, ya know. We kinda live in it." Mercury quipped.

And lastly for the introductions, we got Qrow talking to the billionaire armored playboy himself, Iron Man. "Your last name's Stark, right? I used to be part of a famous team called Team STRQ pronounced like that." Qrow converses with the armored hero.

Tony lifts up his faceplate to talk to the huntsman with his actual smiling face, "It's music to my ears to hear the name, or at least the pronunciation, of 'Stark' is being upheld across time and space." He jokes, getting the huntsman to smile.

"Same thing could be said about your armor. Heard Osborn stole an 'Iron Patriot' suit from another universe and is allowing his robot enforcer, Mach-X, to play around with it." Qrow informs him of his stolen Iron Man armor, albeit one from another universe.

"Oscorp and Stark Industries have always been business rivals. Doesn't surprise me that Osborn's shady enough to steal other people's work and repurpose it as his own." Tony scowls before putting back on his faceplate, **"**_**Somebody **_**is ****in a lot of trouble now."**

"Then it's time we stop with the friendly introductions and head to Avengers Tower to share intel and discuss our next move." Fury speaks up, gathering the attention of his united allies.

"Everyone who can't fly or is too lazy, get your butt onto a Quinjet! We don't have a second to lose!" Maria Hill orders the alliance, pointing towards the nearest Quinjet.

Iron Man ascends to the air and hovers with his jet boots. **"Let's hustle! I have a business to run!" **He joked.

"Meet ya guys at Avengers Tower!" Torch cockily challenges Spider-Man and Sonic. "Flame on!" He shouts, erupting into a blaze of glory and immediately taking off through the skies while leaving behind a trail of fire.

"Try to keep up!" Spidey quips to Sonic before immediately swinging through the air.

Sonic chuckles cockily, "So it's a race you want is it. Okay then!" He quickly performs his super peel-out, revving his feet to a figure eight motion before blasting off at the speed of sound, as the rest of the alliance follows them through the sky.

**BGM End**

* * *

**Manhattan**

**BGM-Sonic Mania OST-Rise of the Icon**

"WOOOOOOHOOOOOOO!" Spider-Man cheered loudly, swinging as fast and free as the wind through the city he has missed so much. "I have missed this! I forgotten how GOOD it feels swinging through your own dimension! YAHOO! I'M BACK BABY!" He fires a webline to zip with for greater speed through the air while racing with his friends, Sonic and Human Torch.

Human Torch flies ahead of the Quinjet while Sonic was seen running and jumping off the edges of rooftops beside Iron Man, Captain Marvel, and Tails also flying while Knuckles is gliding through the air as they approach Time Square. "Hehe. Running through New York makes me wish I ran through Empire City more often!" The hedgehog smiles, as he runs along the sides of buildings and large TV screens before leaping high through the air to run along another wall.

Inside the Quinjet, the visitors from Remnant are looking through the ship's window and marveling in awe of the fantastic city below them, with thousands of people walking on the sidewalks even during this late hour while admiring the beautifully colorful lights of Time Square that is unseen in any kingdom of Remnant.

"Wow…So many colors…" Ruby comments in complete astonishment.

"I never seen a city THIS big before…" Yang shares her sister's utter amazement about New York City.

"Or as beautiful…" Blake added through her wondrous awe.

"We don't have a city like this in my world." Blaze remarks in calm admiration.

"It's truly incredible…" Weiss admitted.

"This city's a true beauty, isn't she?" Captain America asks the students with a smile.

"It is. Your world is _so _beautiful." Ruby turns her head to the captain.

"When it's not constantly invaded by aliens and demi-gods, I would share that statement." Wolverine remarks dryly while sharing a drink with Qrow.

"This world sounds nuts." Emerald remarked.

"How close are we to Avengers Tower?" Ironwood asked.

"**Nearly there, general. See for yourself." **Iron Man convinces his new allies to look through the window ahead and be struck with awe at Avengers Tower, the extremely giant tower with a glowing "A" on top representing as the main headquarters of the Avengers.

"THAT'S your headquarters?!" Ruby reacted.

Sonic runs up the tall tower while competing with Spidey and Torch to the top. Spidey utilizes some amazing webzips to near the top while Sonic and Torch simply boost their respective speeds as they are about to reach the top. "Hah! First place!" Sonic shouts, reaching the roof first with an amazing landing pose.

"Second!" Spidey lands next with his own spectacular pose.

"Consider that victory a welcome home gift, webhead." Torch quips, landing in third place.

**BGM End**

The Quinjet lands at the docking pad before the hatch opens and allows the other heroes to walk down and regroup with everyone else. **"Welcome to Avengers Tower, my pride and joy. It's 93 stories of heaven on Earth." **Iron Man introduces the alliance to his home.

Spidey jokingly scoffs, "It's _amazing _what you can get with just a few billion dollars."

"No time to waste, everyone! Let's head to the Briefing Room so we can discuss our current situation." Captain America ordered.

"Sir yes sir!" Team RWBY formally salutes to the inspiring captain.

"Never seen you kids so respectful before." A smiling Qrow quipped.

"It's because he's Captain America. It's kinda hard NOT to like the guy." Maria Hill responded, as everyone enters the tower.

* * *

**Later inside Avengers Tower…**

**BGM-Marvel Ultimate Alliance 3 OST-Earth's Mightiest Tower**

Nick Fury sighs, having heard everything Spider-Man went through in Remnant. He was in disbelief but not terribly surprised, "You always get involved in the weirdest crap, Spider-Man." He stated.

"You have _no _idea. I'm just glad to be home." Spidey leans back on his seat, sitting next to most of his allies on the set of seats circling around a holographic display showing Earth.

"So Osborn used ISO-8 to create a Universal Seed that when complete will birth him a new universe to rule as a god. In the meantime, it's shredding the fabric of reality causing these Incursions destroying whole universes." Hill reviewed.

"What's the plan? We DO have a plan, right?" Spider-Woman asked.

"Tomorrow we'll visit Remnant. Try to gain as much intel on Goblin's whereabouts and end this war before more worlds get caught in the crossfire." Captain America proposed.

"How are we to stop the Incursions?" Winter asked.

"**Researching them right now, but it'll take time. I'll have to consult with Reed and the other super-geniuses to find a permanent solution. Never seen anything like this before." **Iron Man responded.

"I'll look into any spells that could also provide a solution to this multiversal calamity." Dr. Strange said.

"Then how are we to stop Goblin?" Ruby asked.

"Even with an incomplete Seed, it's still providing him vast cosmic power. In addition to the fact he already pumped himself up with ISO-8 energy and has become immortal. I barely beat him the last time, and that was when he was the 'imperfect' Devil Goblin." Spidey stated.

"Goblin hasn't been the only one who has been developing secret weapons using ISO-8." Fury turns to the holographic display, changing it from an image of Earth to seven Asscher Cut gems sharing the same colors of the Chaos Emeralds.

"Are those Chaos Emeralds?" Sonic questions while the mobians intently stare at the holographic gems.

"We're calling them Cosmic Emeralds. They're part of a top secret SHIELD project led by Hank Pym and Reed Richards, after studying the effects of ISO-8 and learned how to engineer it to safely augment the user's natural abilities." Fury explained. "Ever since The Pulse hit Earth and scattered ISO-8 across the planet, every villain imaginable have been trying to get their hands on the substance for their own world conquering schemes. We've had close calls. Most notably when Doctor Octopus and Dr. Eggman used ISO-8 to create a Cosmic Cube that nearly destroyed our universes."

"Don't need to remind us. We were there." Sonic quipped.

"Ever since Norman Osborn escaped from prison, I _knew _he would do something crazy with the ISO-8. That's when SHIELD started development of the Cosmic Emeralds, inspired and sharing the properties of your world's Chaos Emeralds to give us a fighting chance against cosmic level threats." Fury explained himself.

"Man-made Emeralds? Truly the ISO-8 possesses frightening potential." Blaze commented.

"How powerful can we expect these Cosmic Emeralds?" Shadow asked.

"We're currently in development, but right now they're planned to be four times stronger than the Chaos Emeralds, with each emerald holding infinite cosmic energy. Once someone combine all seven Cosmic Emeralds, they'll gain ultimate power that'll _rival _the Power Cosmic." Hill explained.

"_And_ what's that?" Yang remarks on the Power Cosmic.

"The Power Cosmic is a vast source of limitless, godly cosmic energy and power primarily wielded by the god-like cosmic entity, Galactus and his Heralds." Fury explained.

"The Fantastic Four has had several run ins with Galactus. And unless you have an Ultimate Nullifier, teaming up with heroes from _another _universe, or he's hungry for more planets, it's nearly impossible to stop the big guy." Torch quipped.

"You have a space god that _eats _planets?" Qrow remarks dryly.

"And he's not the weirdest thing that's out there." Wolverine stated.

"Why do all these emeralds sound more awesome than you, Emerald?" Mercury jokes to his thieving partner.

"Excuse me for not being born with crazy outworldly power that could threaten reality." She retorted.

"A little _extreme_, don't you think, Fury?" Spidey quips to the director.

"With the Incursions and the Universal Seed in play, we need to pull out all the stops. We can't let Goblin, or ANY other villain, harvest and abuse ISO-8 at ANY cost. The fate of ALL our universes depends on it!" Fury told the alliance.

"And this is the part where you bark orders at us then?" Spidey joked.

"Darn right, solider." Fury retorted. "We're soon about to launch our newest Tricarrier, repurposed and remodeled from the Octo Egg we disabled a while ago. We can easily attach it with a dimensional engine to traverse dimensions. It'll serve as our mobile headquarters in Remnant while combating the Goblin Nation." He states, showing a hologram of the Ultimate Alliance's mobile headquarters that greatly resembles a Helicarrier but more technologically advanced.

"Octo Egg?" Blake raises a strange eyebrow to Eggman and Ock's weird name for their former battle station.

"Dumb name. We know." Sonic quipped.

"Quite impressive, Fury." Ironwood approaches the director. "With this kind of firepower at our disposal, Osborn's Dark Reign will be finished in seconds flat. Care I have a tour of your Tricarrier?"

"It'd be my pleasure. Follow me." Fury approves while walking away with the general.

"Penny, you coming?" Winter asks the android as she and Maria were ready to follow their respective commanders.

"Vision offered to hang out with me tonight and teach me a few things." Penny stands alongside her fellow synthezoid.

"**Rest assured that her safety is my top priority." **Vision assures the specialist.

"You two, follow us so we can keep a close eye on you." Shadow tells the criminal duo while standing alongside Black Widow.

"We don't need a babysitter." Mercury jokes, as he and Emerald follow the military officials out of the tower.

"Right. I'll start assembling the other Avengers so we'd be ready when we travel to Remnant tomorrow." Captain America said.

"**In the meantime, I'll continue my research on the Incursions while finishing the new armor I'm building." **Iron Man said, turning to Tails. **"Tails, got any Chaos Emerald in handy? Follow me to the lab. Just one will be enough to perfect the Cosmic Emeralds."**

Sonic tosses the blue Chaos Emerald to his fox buddy, "Okay, Iron Man. Looking forward to be working with you again." He smiled.

"**Same here, kid. Let's start your internship early." **He jokes, as the two-tailed fox follows him to the lab.

"Where's jolly green? Want to show him how strong I've gotten since last time." Knuckles cracks his namesakes while walking away from the briefing room.

"We're gonna be busy tomorrow. C'mon, Qrow. Let's have a little sparring match before grabbin' a beer." Wolverine offers to the huntsman.

"Wolverine, you have officially become my new best friend." Qrow said with a smile, as the two new friends walk away together.

"Can you be so kind to lead me to a sleeping quarters?" Blaze politely asks Captain Marvel.

"This tower has plenty. Follow me." Carol offers to give the fire princess a tour to her temporary room in Avengers Tower.

"Looks like everyone's leaving." Torch approaches his best friend, Spider-Man. "I gotta split myself. Sue's most likely worried where the heck I've been and thinks I've gotten myself into trouble. What are you doing tonight?"

"What else? Gotta check on Aunt May." He answered. "It's been WAY too long, for me anyways. I've been so worried. Goblin has had access to dimensional travel way longer than me while I was stuck in Remnant. If something happened to her while I was gone…" He looks at the ground with a somber expression.

"Don't think that, Peter. I'm sure your Aunt is okay. Never met an old lady as tough as her." Torch said sincerely, gently placing his hands on his friend's shoulders to assure him that everything will be alright.

"Thanks, Johnny." Spidey replied.

"We can join you if you want." Ruby expressed, standing alongside the rest of Team RWBY and Sonic. "We can have a sleepover at your place!"

"I'm not sure if my house is big enough." Spidey quipped.

"I don't mind sleeping on the roof. C'mon, your Aunt's waiting." Sonic winked.

Spidey smiles with a smile behind his mask, "Thanks guys. You're the best. C'mon, let's go check out Queens and get ready for a big day tomorrow." He stated, heading out with Sonic and Team RWBY to his childhood home at Queens.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Team Sonic, SHIELD, and the Avengers have joined the Ultimate Alliance. As the story continues, more heroes will join the unified army against the Goblin King. Who will be that next hero? Find out soon. And the Cosmic Emeralds are the revamped "ISO-Emeralds", stronger and more refined simply because I did not like the name "ISO-Emeralds". **

**Next time: Worlds collide! Avengers in Remnant!**

**New Reports:**

**The Ultimate Alliance**

Aliases: Unified Army, Unified Heroes

Description: A team of heroes ranging from Earth, Mobius, and Remnant and several other universes to stop the Goblin King from destroying multiple worlds in his quest to attain godhood.

**Cosmic Emeralds**

Description: To counter the rise of ISO-8-enhanced villains and inevitable cosmic threats, SHIELD have begun development on the Cosmic Emeralds. They are a set of seven emeralds (Asscher Cut) of great power from Earth and the interdimensional counterparts to the Chaos and Sol Emeralds. They are 4 times stronger than the Chaos Emeralds, with each gem possessing unlimited cosmic energy. With all seven emeralds, the user can access an "Ultimate Form". Similar to a Super Form, the user is bestowed with increased innate talents while granting flight and virtual invulnerability. Wield ultimate cosmic power that rivals the Power Cosmic itself!

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	60. Vol 3 Issue 10: Assembly of Super Heroes

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! After reuniting with Sonic, I finally returned to Earth to get the Avengers' help against Goblin. They already knew what's been going on and are creating "Cosmic Emeralds" using ISO-8 to stand a chance against the Universal Seed. It'll take some time 'til they're complete. Until then, we'll be hanging out in Remnant, but not before I check on my Aunt May.**

**BGM End**

* * *

_Vol 3 Issue 10: Assembly of Super Heroes_

**New York City, Queens**

"This is the place." A somber Peter says in his civilian clothes, staring at the small house in front of him during this night. Sonic and Team RWBY join him by his side as he sighs at the sight and what to come.

"This is your home?" Ruby asks him.

"Yup. Right here in Forest Hills." Peter looks down at the sidewalk with a somber expression. "Feels like forever ago since I've set foot in this neighborhood. Since I last seen Aunt May. All that time I was stranded in Remnant I've been worried sick about her. _Praying_ that she's okay until I find a way home. She's all I have left."

"We're still here for you." Yang assures him with a smile to cheer him up.

"Yeah. There's nothing to worry about, Pete." Sonic grinned. "For her, you've only been gone for a few hours, compared to when you were stranded on Mobius for a few days. And she's knows you're Spider-Man now, she'll understand why you're late for dinner."

Peter scoffs with a hopeful smile, "Yeah."

**BGM-Marvel's Spider-Man (PS4) OST-Responsibility**

The teenage boy walks toward the door, using his key to unlock the door and open it slowly, but loud enough to be heard inside. "Hello? Aunt May? I'm home! Are you okay?" He shouts while walking into his house.

After a moment, an elderly woman walks out of the kitchen to greet her nephew with a warm smile, "Peter! There you are! Where have you been? I was worried you wouldn't come home tonight."

Peter was briefly stunned to see his aunt again after so long and is eternally happy to see she's okay. He scoffs with a smile, "Sorry to have made you worry, Aunt May. I was busy somewhere else. Had trouble trying to make a call."

"Is it Spider-Man related?" May remarks jokingly, chuckling as she and Peter embrace with a hug. "I'm just glad you came home safe and sound."

"Same. Glad you're okay." Peter smiles relieving while tearing up a little in the eyes.

After that heartwarming moment was over, Sonic knocks on the open door to get the Parkers' attention, "Yo, is everything good? Can we come in now?" He politely asks while standing on their porch alongside Team RWBY.

"Sonic?!" A shocked May gasped.

"Hey Mrs. Parker. Long time no see." Sonic greets her with a smile and a simple hand wave.

May turns to her nephew, "Were you hanging out in Sonic's world again? And who are these girls? Why are they here?"

"They're to blame why I've been so busy." Peter quipped.

"Blame? _You _exploded into our dimension!" Weiss retorted.

"Dimension?" May remarks with a tilting head of confusion.

"They're my new friends, and teammates. They've been helping me out while I've been sorta stuck in their world for a while, preventing a crisis." Peter briefs his aunt on his Remnant friends.

"Again?" May gazes at him with her hands on her hips.

"Yeah." Peter nods awkwardly.

"Well, okay then. What's your names?" May turns to Team RWBY.

Ruby steps up to introduce herself, "My name is Ruby Rose! I'm the leader of our own team called Team RWBYP! We're from Remnant training to be Huntresses! This is my BFF, Weiss Schnee." She introduces the heiress.

"When did we establish that?" Weiss replies with a deadpan stare.

Ruby ignores her question while introducing Blake next, "This is my other best friend, Blake Belladonna."

"Hello, Mrs. Parker." Blake greeted her.

Lastly, Ruby introduces Yang, "And this is my older sister, Yang Xiao Long."

"I'm also dating your nephew. Nice to meet ya, Mrs. P." Yang smiles, raising her palm to greet the elder.

May smiles, "Nice to meet all of you. Hope Peter hasn't been causing you too much trouble."

"He's certainly been keeping us active." Blake replied.

"Then come inside. Make yourself at home. I'll provide the refreshments." May offers the kids to stay in her home for the night.

**BGM End**

"We kindly accept your hospitality, Mrs. Parker." Weiss walks into the living room with her friends.

"You're a polite girl." May noted.

"Apparently she's a princess." Sonic quipped.

"Heiress!" An annoyed Weiss corrected him.

"Isn't that the same thing?" The hedgehog remarks, annoying the growling heiress more with his attitude.

As the kids gather in the living room, Yang notices several picture frames depicting different members of the Parker family on a table. She lifts the frame depicting Aunt May, Uncle Ben, and Peter as a kid and stares at it, smiling, "Nice pictures you have here, Mrs. Parker. I assume this man is your husband?"

"Yes. His name is Ben. Peter already told you what happened to him?" May approaches her.

Yang frowns, "He did. Sorry about your loss."

"It's alright. He's still alive in our hearts." May smiles, cheering up the young huntress as she puts down the frame and picks up the one depicting Peter's handsome and beautiful parents, Richard and Mary respectively.

"And these are Peter's parents, right? Heard they died in a plane crash." Yang remembered.

"Yes. Ever since the accident, me and Ben have been taking care of Peter as if he was our own son." May replied.

"You raised a fine nephew." Yang smiled at her.

"Thank you, Yang." May returns a smile before heading to the kitchen. "Peter, I heard on the news you were fighting Green Goblin, and then after that there was that bright light from the Hudson River. Know what that was about?"

"Osborn's causing big time trouble, but we can handle him. We're working with the Avengers and SHIELD to stop him." Peter assures her from the living room.

"Sounds serious if you need their help." May says while gathering snacks and drinks onto a tray.

"About as serious as when me and Pete first teamed up." Sonic quips while sitting on the sofa.

"Speaking of the news, let's see what people are talking about this late hour." Peter picks up the remote and presses it to turn on the TV, which immediately opens to a news broadcast reported by one grumpy J. Jonah Jameson, much to Peter's instant displeasure when he saw him pop on-screen.

'…_In other news, SHIELD continues to refuse to tell the public who or what caused that mysterious explosion at the Hudson River. Rumors say the Kree while some suspect Doctor Doom. But I know EXACTLY who caused but that good-for-nothing menace, SPIDER-MAN!' _Jameson shouts, confusing Team RWBY while Sonic rolls his eyes and Peter silently facepalms, _'Earlier tonight he was spotted fighting Green Goblin, and we know how explosive their fights escalate to! Who else could be responsible?! I know you're out there you wallcrawling menace, and I'll do everything in my power to see you behind bars for the safety of this city-!' _And then the TV suddenly flicks off after Peter presses on the remote.

"He hasn't changed a bit." Peter sighed.

"When will J.J. ever cut you any slack?" Sonic remarked.

"Who was that guy, and why did he brand you a menace?" Blake asks the brunette, with the rest of Team RWBY interested in the story of this guy.

"That was J. Jonah Jameson, publisher and CEO of the Daily Bugle. He hates superheroes, especially Spider-Man, and has spent years turning the public against me." Peter briefs the girls.

"And yet you work for him as his photographer." Sonic quips while lying comfortably on the sofa.

"Gotta pay the bills someway." Peter quipped. "Which reminds me. Now that I'm back on Earth, and until Goblin's beaten, I have to handle TWO jobs and TWO schools from TWO different dimensions. Ugh. Why haven't the Incursions hit us yet?" He groaned.

"You can worry about them after eating dinner and getting some sleep." May places the tray of snacks on the table for the girls to pick from. "Show the girls the guest room while I warm the food." She tasks her nephew.

"I don't mind sleeping in Peter's room." Yang jokes as they walk away from the living room.

"No, no! My house, my rules. You're sleeping with the others in the guest room. Sonic can sleep wherever he wants." Peter quickly quips.

"Were you sleeping in a room full of girls in Remnant?" Sonic remarks casually.

"It wasn't my decision!" Peter retorts, heading up the stairs with his friends while May looks at them with a happy smile for her nephew.

* * *

**The Next Morning…**

**BGM-Spider-Man 3 (Game) OST-The City #5**

The birds sing to a brand new morning with a peaceful blue sky that reigns over the city. Sonic is sleeping calmly on the rooftop with his head lying on his hands in a relaxing position. Inside, Peter and Team RWBY are in their pajamas sleeping peacefully in their own rooms. Aunt May is already awake, cooking breakfast for her nephew and guests in the kitchen.

"Wake up, kids! Breakfast is nearly done! I'm baking wheatcakes!" May shouted.

Not long after, Peter and Team RWBY walk down the stairs, still in their pajamas as they enter the kitchen. They sit down on the table as May hands each of them their own plate of wheatcakes to eat. Peter was the first to dive into and enjoy his breakfast since he has missed her aunt's famous wheatcakes, "Oh, wheatcakes! I've missed you so! I'll never leave you again!"

"Thank you very much for breakfast, Mrs. Parker." Blake says while cutting her wheatcake.

"You're welcome." May replied.

As Ruby and Yang quickly enjoy their wheatcakes, Weiss takes a bite from her own plate and smiles in pleasant surprise, "Delicious. None of our cooks in Atlas cooked anything this good." The heiress states before taking more bites from her breakfast.

"Sonic! Come down from the rooftop for some breakfast!" May shouts, waking up the hedgehog sleeping on the roof.

The blue hedgehog smiles, jumping down next to the staircase to the house. But before he walks to the porch, he hears a female voice from a familiar redhead, "Sonic?"

"Hm?" Sonic turns around to be greeted by the beautiful Mary Jane Watson, Peter's next door neighbor and ex-girlfriend. "MJ! Nice to see ya!" He smiled to her.

"What are you doing back in this world? You and Pete teaming up again?" MJ asks with a smile.

Sonic nods, "Yup. Got some universes to save."

"Not surprised. Is Peter inside? Tried to call him last night about Goblin and that weird light but he never answered." MJ asked.

"He's inside, and I'm sure he'll be happy to see you." Sonic walks ahead, opening the door as he and MJ head for the kitchen, "Pete! Someone's here to see you!" He grinned.

Team RWBY turn their heads facing the redhead. "Who's she? She almost looks like Pyrrha." Weiss compared.

"Hm?" Peter turns away from his food and looks at MJ with a pleasantly shocked expression. "Mary Jane, it's you! Oh, I've missed you so much!" He walks out of his chair to embrace his ex with a passionate hug.

"Hey Tiger." MJ smiled, happy to be reunited with her ex.

"Tiger?!" Team RWBY responded with a simultaneous confused expression.

Peter chuckles sheepishly, "That's what Mary Jane likes to call me. She's one of my exes."

"Never knew you were into redheads too, Wolf. Makes me wonder if you had a secret crush on Pyrrha." Yang jokes while giving her boyfriend a new nickname out of slight jealousy.

"Did you just call me 'Wolf'?" Peter remarked.

"_Someone _is jealous." Sonic chuckles tauntingly, which irritates the blond brawler.

"Never seen you girls before. Name's Mary Jane Watson. What's your names?" MJ introduces herself to Team RWBY.

"Ruby Rose!"

"Weiss Schnee!"

"Blake Belladonna!"

"Yang Xiao Long!"

"And together we form Team RWBY! Or Team RWBYP when Peter's involved." Ruby introduces her team to the redhead.

"Ruby Rose? Aren't you a model?" MJ compares this Ruby Rose to her possible counterpart.

"I thought I was an actress in this dimension." Ruby responds with a confused look.

"Dimension? Are you like her counterpart or something? What's going on?" MJ turns to her ex-boyfriend.

"MJ, better take a seat. We have a LOT to talk about." Peter warns her, which makes her slightly curious and worried.

**BGM End**

* * *

**One Explanation Later…**

"First Gwen, then Harry, and now you're telling me Osborn's committing dimensional genocide? Will that monster ever stop with the killing?" MJ somberly sets down her cup of tea, frowning after she has been informed of everything regarding this Goblin War.

"Not until he creates a new universe. Even then I doubt he'll stop with the killing." Peter remarks in a serious demeanor, with his arms crossed.

MJ turns to Team RWBY and Sonic, "I'm really sorry you guys got caught up in our mess. Osborn's our problem. We never wished he'd plague your worlds."

"It's alright, MJ. We know you and Peter have been suffering because of him. As our friends, we'll do whatever it takes to take him down once and for all." Ruby promises sincerely.

"Thank you. All of you. How're you guys going to stop him?" MJ asked.

"The geniuses are trying to find ways to stop the Incursions, while SHIELD is using ISO-8 to create new Cosmic Emeralds. In the meantime, the rest of the alliance will visit Remnant and find Goblin." Sonic answered.

"Sounds like Osborn isn't holding anything back. He's willingly to allow universes to be destroyed JUST to kill you." MJ turns to her ex-boyfriend.

"He's going for a god scheme this time. But we'll stop him, MJ. We've always have." Peter assured.

"I trust you, Peter." MJ then turns to her new friends, "And I trust you guys can back him up."

"Of course!" Sonic grinned.

"Peter's our friend, and our teammate. We're not gonna let anything happen to him before we go out on a serious date." Yang smiled.

**BGM-Marvel's Spider-Man (PS4) OST-Free Roam/Open World Music Theme 1**

MJ giggles, "I should warn you that he's a handful. Curious how long this relationship will last." She jokingly turns to Peter.

"Funny, MJ. But knowing my luck…" Before he finishes his witty comeback, he receives a phone call from Fury, "It's from Fury." He then answers it, "Hello?"

'_Parker! We're going to leave for Remnant soon! Gather Sonic and Team RWBY and meet us at the Triskelion for departure. I'll have a Quinjet come pick you up near your location.' _Fury informed him.

"We'll be there, Fury." Peter then hangs up the call and looks at his friends, "Get dressed. Duty calls." He said while getting up from his chair. "MJ, can you watch over Aunt May for me?" He asks her.

"You can count on me, Tiger. Stay safe." MJ embraces him with a quick goodbye hug. "Good luck, guys. Give Osborn hell for me." She says to her new outworldly friends.

"Got it, MJ." Yang shares a friendly fist bump with her new redheaded friend, as the young heroes hurry and get dressed for adventure before leaving for the Triskelion.

**BGM End**

* * *

**Later at the Triskelion…**

A Quinjet carrying Spider-Man's group flies towards the Triskelion, SHIELD's island headquarters located between Manhattan and Brooklyn in the Upper New York Bay on Governors Island at the mouth of the East River. The jet lands down on the massively new Tricarrier, parked in the river near the island. Spider-Man, Sonic, and Team RWBY walk down the ramp, meeting up with Tails, Knuckles, Blaze, Penny, and SHIELD agent Phil Coulson.

"Hi guys!" Tails happily waves at his friends.

"Tails! Nice to see you're all here." Sonic smiled.

"Surprised to see you arrived on-time, Spider-Man." Coulson said to the spider.

"What? And miss riding on the new Tricarrier? This beast has gotta be the biggest waste of tax payer money in history." Spidey quipped. "Hey, you guys have any plans to make a flying Mt. Rushmore? Seriously, that would totally rock."

"Not today, Spider-Man. The Tricarrier is the next evolution in SHIELD technology, capable of shifting itself into a carrier for the air, sea, or even space." Coulson states while giving the young heroes a little tour around the runaway. "It's equipped with advanced scanners and powerful communications equipment. In terms of armament, the Tricarrier is equipped with a protective forcefield and has numerous weapons installed to take on a fleet. It flies with its new repulsor-powered engines and is also installed with a special interdimensional warp drive using ISO-8 that'll allow us to traverse between our dimensions."

"SHIELD doesn't play around." Yang whistles smiling.

The group stops for a moment when they notice Iron Man flying towards the Tricarrier. He lands in front of them with his fist hitting the ground as he poses in his new hi-tech armor, sporting the same red and gold color scheme as previous models but with multiple mini Arc Reactors incorporated. **"See Coulson's giving you kids a tour of the new ship." **He quipped.

Ruby gasps in excited shock of his new armor, "Is that new battle armor?!"

"**You guessed it. I call it the Bleeding Edge Armor. Made up of nano-machines that can be commanded to turn it into any type of structure upon my skin. Clothing. Weapons. Anything I can imagine, and my imagination is virtually limitless." **He boasted. **"Tails helped with the finishing touches before we head out today."**

"It was an honor, Iron Man. I never worked on armor this advanced in my life." Tails smiled.

"Think it's time I start upgrading my armor with nanotech." Spidey comments, getting the idea to upgrade his Iron Spider Armor.

**BGM-The Avengers (2012) OST-Helicarrier**

"Ladies and gentlemen, you may wanna step inside in a minute. It's gonna get a little hard to breath." Coulson warns the group, as suddenly the Tricarrier starts shaking as it prepares to set sail.

"What's going on?" Blake wondered, glancing her surroundings.

"Is it submerging underwater, because I won't be a big fan of that." Sonic jokes about his aquaphobia. The group move closer to the edge of the ship and watches in awe of the repulsor-powered engines lifting them into the air. Sonic smiles, "Oh, yeah. This is _much_ better."

"I would argue against that." Blaze starts feeling uncomfortable as her acrophobia kicks in.

Ready and active, the Tricarrier lifts off into the air, hovering high next to the Triskelion as it flies above the clouds. Coulson leads the group to the bridge of the ship, where tons of activity is happening all at once with dozens of agents sitting in front of their viewscreens while Agent Maria Hill shouting instructions, "All engines operating! SHIELD Emergency Protocol 193.6 in effect! We're at level, sir!" She turns to Nick Fury, who is at the command chair.

"Good. Activate Interdimensional Warp Drive. Let's vanish." Fury ordered.

The special engine powered by ISO-8 generates a warp ring and projects it into the sky as a portal at the size of the Tricarrier. Upon passing through it, the Tricarrier is enveloped in a multicolored aura as it enters warp space, traveling between the barriers of dimensions.

**BGM End**

"Wow…" Ruby is in total awe staring out the window of the interdimensional warp space.

"This ship's more impressive than the Egg Carrier." Sonic states, walking through the glorious, gleaming bridge.

"Ladies and Gentlemen." Fury gathers the assembled heroes' attention. "We'll be arriving in Remnant shortly. Ironwood already contacted Beacon of our arrival. Assemble with the other heroes in the hanger bay. We'll have Crystal's canine companion, Lockjaw, teleport us down when we arrive. Those powers of his should come in handy if we need to call in more backup."

Blake freezes with fear the instant she heard about a teleporting dog on the ship while Ruby excitedly remarks, "You guys have a teleportin' DOG?! I want to meet him!"

"Then let's head down to the hanger deck." Coulson offers to lead the group there.

"Can't we take another Quinjet instead?" A terrified Blake asked.

"Don't tell me you're a scaredy cat." Sonic teased.

"Too late to change transport methods, kid." Fury states, as the Tricarrier exits warp space and arrived in the Vale skies of Remnant. "We're here."

**BGM-The Avengers (2012) OST-The Avengers**

Down at Beacon Academy, possibly the entire faculty has gathered at the main avenue for the arrival of Earth's mightiest heroes. From students like Team JNPR and Team CFVY, to professors like Oobleck and Port, they all stand eagerly behind Ozpin and Goodwitch as they look to the sky spotting the Tricarrier hovering near the school.

Suddenly, a bright light emits from the docking bay of the school, gathering the surprised faculty's attention when they notice Spider-Man walking out of the light before Team RWBY, Team Sonic, Blaze, Shadow, Qrow, Penny, Mercury and Emerald. "Guess who's back and brought some friends!" Spidey gestures, as various heroes from Earth assemble at the docks.

The light dispersed for everyone to see Director Fury and General Ironwood standing side-by-side posing sternly alongside their respective assistants, Maria Hill and Winter Schnee. Next to them is Iron Man in his iconic landing pose in front of the other Avengers, consisting of Captain America, Hulk, Thor, Hawkeye, Black Widow, Spider-Woman, Captain Marvel, Vision, Scarlet Witch, and Black Panther. Nearby, Wolverine fiercely unsheathes his claws with his fellow X-Men, consisting of Cyclops, Storm, Phoenix, and Colossus. Lastly, Human Torch shows off his hot form to hover above the ground around the rest of the Fantastic Four, consisting of himself, Mister Fantastic, Invisible Woman, and The Thing. Lastly, there's solo heroes like Crystal petting her teleporting Inhuman Dog, Lockjaw, next to War Machine and Doctor Strange.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Standing Together**

The faculty of Beacon cheers loudly to be greeted by the mighty presence of a large assembly of heroes from another dimension. Everyone runs closer to greet the outworldly heroes as Sun's team runs to greet Crystal, and more importantly Lockjaw. "You guys have a teleportin' dog?!" Sun remarks in excited surprise.

"His name is Lockjaw. Likes to earn his treats." Crystal smiles while petting her pet.

"WOOF!" Lockjaw barked.

Spidey approaches Sun with a laugh, "You should've seen Blake when she saw Lockjaw. She nearly fainted!" He laughs again until he was viciously stomped on the foot by an extremely irritated Blake to shut him up.

Nearby, the Ace-Ops quickly become interested in the Incredible Hulk as Elm approaches him first with a smile, "Whoa! Never seen anyone as big and green as you. What's your name?"

"Name's Hulk, puny." Hulk stoically answered while insulting the strongest member of the Ace-Ops.

"Never heard anyone called Elm 'puny' before." Marrow remarked.

"To me she is, squirt." Hulk insults the rookie Ace-Op.

Not far from them, Nora has already become infatuated by the God of Thunder as she can't help but yap her mouth off to him with rapid-fire questions, "Can you really channel lightning?! What's your hammer made out of?! How strong are you?! Are you perhaps my interdimensional cousin?!"

Thor scoffs, but with a smile, "You have a lot of spirit, young maiden. Tell me your name." He asks the hyperactive girl.

"Nora Valkyrie!" Nora replies smiling

"Valkyrie! Another warrior of Asgard goes by that name and is among our fiercest warriors. Let us pray you too share her taste for glorious battle." Thor said, pointing his hammer towards her before thrusting it to the sky.

Nora whips out her own hammer to swing at the air to show off, "I do love whacking things with my hammer!"

The thunder god chuckles from her spirit while turning to the other members of Team JNPR proudly admitting, "I like her!" leaving them utterly dumbstruck that a hammer-wielding god is becoming friends with their hammer-wielding mortal teammate.

Meanwhile, Captain America walks alongside Fury and Ironwood as he goes to greet Ozpin with a formal handshake. "Greetings, headmaster." Steve greets him.

"Likewise, captain. It's an honor we finally meet. Same to you, Director Fury." Ozpin turns to the director.

"SHIELD is happy forming an alliance with Remnant to combine our resources stopping Goblin. His presence alone threatens our universes." Fury stated. "I've already gained Ironwood's permission to sweep every wirelessly accessible camera on the planet. Scrolls, laptops. If any of his goblins or his Universal Seed are connected to the CTTs, its eyes and ears for us. We won't find them overnight, but it's a start."

"I might have some information that could help with your search. Let's meet in my office and we'll talk." Ozpin gestures to the school.

"Lead the way." Fury remarks, following Ozpin to Beacon Tower for a little chat.

**BGM End**

* * *

**Later at Ozpin's Office…**

**BGM-Marvel Ultimate Alliance OST-Stark Tower**

Ozpin's group has just finished disclosing the fully story of the Maidens, Relics, and Salem to Nick Fury, while he is accompanied by the leaders of each superhero team, Spider-Man, Team RWBY, and Sonic's group.

"So you believe Osborn is after the Maidens and Relics?" Fury asks after hearing the full story.

"Possibly." Ozpin replied while sitting at his desk. "He could use their energy to fuel his Universal Seed and put us at a disadvantage. But it didn't seem like he knew about the Relics, nor is aware that the Maidens are the keys to access their vaults. Regardless, we must prevent them from falling into his hands, as well as Salem's. I fear she'll take advantage of this Goblin War to fuel her own ambitions through the shadows."

"Was it really a good idea to hide ancient powerful artifacts beneath schools?" Knuckles asked.

"It was our best option at the time." Ozpin answered.

"It's better than having youguard them, Knuckles." Sonic teases the gullible echidna.

"Watch it!" Knuckles snarls angrily.

"What is the current status of the Maidens?" Captain America asked.

"Goblin already stole the Fall Maiden's power, while the Winter Maiden is in stable condition and is being kept safe at Atlas." Ironwood responded. "The Spring Maiden, however, has been lost for over a decade." He informs the group.

"I might have an idea where she is, but I'll need to do a little more digging to confirm my suspicions." Qrow replied dryly, believing he has a lead on the Spring Maiden's current location.

"And what of Summer?" Cyclops asked.

"That's another story." Qrow responded.

"Doesn't matter. We can have Dr. Strange use his magic to keep an eye on the Maidens and inform us when they're in danger." Fury proposed. "As for Salem, if Goblin had ties with her, then finding her could help us find him. We'd be killing two birds with one stone."

"Are you sure that's a wise decision?" Goodwitch remarks, a little uncertain if her new allies are capable of handling both Goblin and Salem.

"**I doubt Salem is more dangerous than a god of mischief, a malevolent A.I., or a mad titan." **Iron Man quipped.

"And I recently beaten a god of darkness that split my world into seven pieces and had to bring them together like a jigsaw puzzle. With all of us working together, there's nothing in any universe that we can't handle!" Sonic smiles confidently.

"Speaking of…" Fury looks at Ozpin's group. "You mentioned Goblin also plans to destroy each Academy. If he was serious about that, then we need to make it a priority to prep the Academies for that battle if it comes to it."

"What do you have in mind?" Ozpin asks the director.

"The Avengers Academy Program." Fury proposed, shocking the young heroes in the room.

"Avengers Academy?" Ruby remarked.

"It's quite simple." Fury turns to the young heroes. "Any Huntsmen-in-training who volunteers will be trained by Earth's heroes to combat the growing power of the Goblin Nation. Each student will be assigned a mentor while I'll be in charge as headmaster, with Spider-Man serving as my assistant." He explained.

"Are you asking me to be a 'co-headmaster', because let me tell ya, that's a bad idea." Spidey quipped.

"Think of yourself as a mascot." Fury explains. "Out of everyone in our worlds, you have the most experience fighting Goblin. You've become a Huntsman and a Specialist in the short time you were here, inspiring Remnant and gaining the people's respect worldwide. Your skills have also improved while a student of Beacon and managed to teach Team RWBY a thing or two as their mentor."

"I certainly nearly got them killed multiple times." Spidey joked.

"If there's one thing we learned from you is to perform the unexpected." Weiss quipped.

"Still, I dunno 'bout being a co-headmaster/mascot for Avengers Academy. Doesn't seem to fit me." Spidey told his elders.

"Would you rather be an instructor that always shows up late?" Fury asked him.

"No. But I'm not sure 'bout this new job you're giving me…" Peter replied, still unsure of his offered position.

"**We have money." **Stark said simply.

"Oh, thank god." The moneyless webhead hugs the billionaire patting his back, immediately accepting his new job as a mascot for Avengers Academy.

Blake sighs tiredly while shaking her head, "My god, we're doomed." She joked dryly.

"If Spidey's interested, then I'm interested!" Ruby expresses her interest signing up for Avengers Academy. "Is it okay you'd be my mentor, Sonic?" She turns to the blue hedgehog.

"Sure." Sonic smiles, casually accepting her as his new apprentice. "Avengers Academy sounds like it's gonna be a lot of fun." He believed wholeheartedly, looking forward to the beginning of this interdimensional academy program.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Heroes of worlds are assembling as the Ultimate Alliance initiate the Avengers Academy Program to better train young Huntsmen against outworldly threats like the Goblin Nation. Speaking of goblins, we'll soon check up on Goblin, as well as Salem. She has a role in this arc. Not a **_**big**_** one, but she is the third party in this war between the heroes and Goblin.**

**superjoeyf721: Earth-7929 is what I'm calling the RWBY Universe.**

**Hamm1999: I never watched a Star Wars movie in my life, so I don't know what you're talking about.**

**Next time: Avengers Academy!**

**Question of the Chapter: What is your favorite fight in this story so far? Why?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	61. Vol 3 Issue 11: Avengers Academy

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Reunited with Aunt May and Mary Jane after so many months. Would love to chat more, but me and the other heroes are about to begin a new training program for the for huntsmen kids, if they want to help in the war against Goblin. Welcome to Avengers Academy!**

**BGM End**

* * *

_Vol 3 Issue 11: Avengers Academy_

**Remnant, Vale Hospital**

**BGM-Mega Man ZX Advent OST-Relief (Tunes Ver.)**

Inside her hospital room, Cinder continues sleeping after her near death experience by the hands of the Goblin King. Her missing left eye was bandaged along with other sections of her body. For the past few days she was unconscious on her bed receiving medical treatment, until her face suddenly twitches. Her eye slowly opens as her vision becomes less blurry with every second. She glances left and right of her room, trying to figure out where she is. "What…happened? What is this place?" She softly asked herself.

The former Fall Maiden gets up on her bed, clenching on her aching face trying to remember the events that put her in the hospital. She then hears someone opening her door and stares at it, looking at Mercury and Emerald entering her room, who were surprised to see she has woken up from her coma. "Cinder! You're awake!" Emerald smiled, overly relieved that her boss is awake.

"Kept us waiting." Mercury jokes with a little smile of his own.

"You two…Where am I?" Cinder asks softly, not wanting to raise her voice after Goblin nearly choked her to death.

"You're in a hospital at Vale. You lost your powers before Goblin nearly killed you, but Spider-Man showed up to save you." Emerald answered.

"Spider-Man…saved me?" Cinder responded, sounding softly shocked that her enemy saved her life once again.

"Did someone call for me?" Speaking of the webhead, everyone looks up to see Spider-Man on the ceiling, after silently crawling over there before descending down on a webline to talk to Cinder with his usual cheerful attitude, "Yo, Cinderella. Nice to see you're doing better."

"You…Why did you save me?" She asks while eyeing him intently for his motives.

"Same reason as before. We may be enemies, but that doesn't mean I want you dead." He answers nonchalantly, causing her to grunt in shock and confusion by his kindness. "Anyways, while you were playing the role of Sleeping Beauty, a lot of things have happened in the past few days. The heroes of Earth and Remnant have formed an alliance to defeat Goblin." He told her.

"An alliance between universes?" Cinder remark in soft shock.

"Yup. The Avengers and other heroes from my world are here right now trying to find the maniac. Your friends here have also been helping us." Spidey informed her.

"You two…are part of this hero alliance?" Cinder looks at her subordinates with a shocked expression.

"Didn't really have any other choice." Mercury remarked.

"Goblin nearly killed you and we wanted payback. That monster has also put all of our universes in danger of complete destruction." Emerald told her.

"She's talking about the Incursions. Universes are colliding, and if we don't do something soon, it's game over for everyone." Spider-Man informs the former maiden of their current situation. "This is what I warned you could happen. So please, if you know anything about Goblin, or perhaps Salem, tell me. It'd be a big help."

"Why Salem?" Cinder asked.

"We learned he has some connection with her. That and she's also an evil maniac that wants to conquer the world." Spidey replied.

Cinder stares down at her blanket as she reluctantly explains to him the relationship between Goblin and Salem, "When Goblin arrived in this dimension, he was taken into custody by Salem. She offered him freedom and a way back to Earth in exchange for his services to help her conquer this world. At the time, we didn't know Osborn was the Goblin, or held an immense grudge for petty reasons. He tricked us into handing him everything he needed to succeed with his own plans. Once his secret was out, we cut our ties with him and began hunting him down. Instead, Goblin was hunting us and nearly killed me. Now I suspect he's after Salem, as revenge for using him."

"That's Osborn for ya. Hates it when he's not treated as top dog or people making fun of his hair." Spidey joked. "Any chance you'd tell me where Salem is hiding?"

"No." Cinder replied sternly with a cold stare.

"Worth a shot."

"For your sake, there's no point. You'd probably get yourself killed. Salem can handle herself against Goblin. I've seen firsthand the power that she wields. She's not one to be beaten so easily." Cinder expresses belief that Salem can handle Goblin if that time comes.

"If you say so. We're more interested in Goblin anyways." Spidey quipped. "And since both our worlds are in danger, interested in joining our alliance to take him down. I know you lost your Maiden powers, but we're starting a new training program that might help you get back to shape. We're calling it Avengers Academy, and I'm its co-headmaster and mascot. Want in?" He offers her a position in Avengers Academy.

"No."

"Ah well. At the very least, help us. Your entire existence is in jeopardy. And I've come to understand you hate losing to people stronger than you. I don't support revenge, but I promise Goblin will pay for his crimes for stealing your power and nearly killing you, if you agree to join forces." Spider-Man promised the former maiden.

Cinder thinks about his consideration for a moment before staring at him with her one eye, "I'll consider joining your alliance, if you promise to provide me with enough ISO-8 to replace my former power." She bargained with him.

"Fine. As long you promise to use that great power for great universal survival." He accepts her bargain.

"Fine." Cinder smiled.

"No point in backstabbin'." Spidey flips down from his webline. "If we lose, our universes will be destroyed. For now, stay here and rest up. I'm needed back on Earth to oversee the first day of Avengers Academy. If you want to contact me, ask Ant-Man."

"Who?" Cinder raised a curious eyebrow.

"Don't freak out. Look at your shoulder." A tiny voice speaks to Cinder from her right shoulder, as she looks at it to see a mini Ant-Man waving casually at her. In this rare moment, Cinder was spooked and jumped, quickly smacking the tiny hero off her shoulder as he regrows to normal size next to Spider-Man.

"Sorry. Didn't mean to freak you out. Name's Ant-Man. Fury tasked me to keep a close eye on you three in the off-chance you might betray us. I can shrink or grow and command the entire ant kingdom." Ant-Man introduced himself to the shocked Cinder.

"Ant-Man here used to be a criminal. Let that be a lesson to ponder on. Anyways, I gotta go. Have fun." Spidey waves goodbye while walking away.

"Take care, Webs!" Scott waves goodbye to his fellow insect as he exits the room.

**BGM End**

* * *

**Later on Earth, at Avengers Compound**

**BGM-Ultimate Marvel vs. Capcom 3 OST-Character Select (Dynamic)**

A Quinjet flies towards Avengers Compound, a 15-acre estate that was formally a series of Stark Industries warehouses located in Upstate New York, recently transformed into a secondary headquarters for the Avengers. And now it's being used as a campus to host the Avengers Academy Program for young Huntsmen cadets who want extra training against the Goblin Nation. Numerous students from each Huntsman Academy have volunteered and are gathered at this facility for this once in a lifetime event with Earth's mightiest heroes. Students like Team SSSN and Team ABRN from Haven Academy. Teams BRNZ and NDGO from Shade Academy. Team FNKI from Atlas Academy. And lastly Teams RWBY, JNPR, CRDL, and CFVY from Beacon Academy.

Standing near a podium in front of the facility are some of the new heroic instructors for this training program like Captain America and Sonic the Hedgehog from the left, and Iron Man and Spider-Man on the right. Walking towards the podium is Director Nick Fury, the new headmaster for Avenger Academy. He gets his mike ready before eyeing his new students and giving a speech.

"Welcome students. I'm Director Nick Fury. And this, is Avengers Academy." Fury introduces himself while gesturing to the amazing facility behind him. "You've been invited to our dimension because each of you have special talents that you want to improve. Skills that you'll want to use to protect your own world and for the greater good, by working together as a team. The Avengers were brought together to fight foes no single super hero could withstand. In these desperate times, we need to see if you have what it takes to become something more. Combining your experiences as Huntsmen with the training of an Avenger, to become the ultimate heroes that'll fight the battles that normal soliders never could. Class is in session. Now, go show both our worlds what it means to be a Huntsman Avenger!"

**BGM End**

* * *

**With Blake…**

**BGM-Marvel vs. Capcom Infinite OST-Theme of Iron Man**

The cat Faunus wears a blindfold to learn how to fight using her other senses beside sight. She and several other Faunus students are in a training room, instructed by Wolverine to avoid obstacles with their other senses. Some students instantly fail avoiding the laser turrets, while others like the blindfolded Blake is performing very well relying on instinct to survive. But it wasn't enough, as Wolverine was able to easily sneak up on her and knock her down.

"Gotta rely on ALL your instincts, kid. Calm your mind and take full advantage of your Faunus senses." Wolverine helps her to her feet. "Let's go again. This time…" He unsheathes a claw. "You'd better be ready."

Her mutant mentor jumps away, leaving Blake to take a deep breath to calm her mind and soul and not let her emotions distract her. While still blindfolded, her cat ears perk up as she hears the lasers that are about to shoot her. She easily dodges them with spectacular flips around the room, something that Wolverine takes notice as he prepares to ambush her again. He lunges at her, preparing to strike her down with his sharp claws, but Blake was able to hear him coming this time and properly block with her sword before kicking him down. She takes off her blindfold and smile at Wolverine, who smiles back as he's helped to his feet, "Not bad, kid."

* * *

**With Yang…**

In another training room, Yang is on the other side of a one-sided fight with an LMD version of Juggernaut. She gets brutally smacked onto a wall, leaving a crater upon impact as she drops to her feet, groaning in pain, "Can _anything _stop this guy?" She asks before jumping near Captain Marvel's side to avoid his charging head crush.

"Nope. That's why they call him the _Unstoppable _Juggernaut." Captain Marvel quipped.

"Isn't this one a robot?" Yang asks, avoiding the LMD's heavy punch.

"It's a Life-Model Decoy mimicking his powers. For all intents and purposes, you're fighting the real deal." Carol described.

Yang jumps over a shockwave caused by Juggernaut slamming the ground to deliver a fiercely furious flurry of punches onto his body, but it's incredibly ineffective because of his invulnerable body. The LMD Juggy grabs the surprised huntress and then bashes her three times with his head like a hammering a nail and lands an uppercut that knocks her away. Yang growls as her eyes turn raging red, ready to burst out her Semblance until she was verbally interrupted by her mentor.

"Cool it, Yang." Captain Marvel stops her from using her Semblance. "The purpose of this training exercise is to learn how to fight _without _relying on your Semblance. Save it _only _as a final resort. Gotta think _smarter_, not harder. Search for enemy's weaknesses, then exploit them."

Yang nods, taking her advice to heart while staring at Juggernaut, who's about to charge at her again. She takes a defensive stance in his path while searching for any weaknesses in his armor that she can exploit. She then takes a good look at his helmet then smiles, having a plan in mind. She charges at the charging LMD, and before he could grab her, she slides underneath him and allows him to accidently tackle the wall. While he's left staggered, she jumps onto his back and quickly takes off his helmet to reveal his vulnerable head that she immediately pummels with all her might before delivering a powerful punch that knocks him down in defeat.

The body of Juggernaut turns back into an ordinary LMD, now disabled as Captain Marvel approaches her pupil with a congratulating high-five. "Good job! Always remember that even the unstoppable can be stoppable, and you can't always rely on brute force to win!" Carol advises her.

"Like Knuckles?" Yang joked.

The duo was then interrupted by the sound of a crash, turning around to see Knuckles stuck to the wall slurring, "I'll get you soon!"

Hulk chuckles at his predicament, until he notices the glances the blonde-haired duo were giving him, "What? He said bring the A-game."

* * *

**With Weiss…**

Somewhere else in the facility, the Schnee heiress is personally being taught magic by her mentor, Doctor Strange. She is learning how to cast elemental attacks without relying on Dust, and thanks to the sorcerer, she is on the road of mastering elemental magic. With her rapier, she casts a magnet spell that creates a mystical orb in the air to attract SHIELD robots towards it. Once they're floating helplessly in the air, she casts a powerful ice spell, firing a large chunk of ice that freezes them, allowing them to crash into pieces once the magnet spell wore off.

"Not bad, Ms. Schnee. You have an affinity for elemental magic. Shall we move to testing your waters with non-elemental spells?" Strange asks his apprentice.

"No disrespect, Doctor, but I don't feel too comfortable about magic, after learning the existence of the Maidens." A somber Weiss expresses her hesitancy learning more magic spells.

"I sympathize, Weiss. I too was initially hesitant about the mystic arts when I went under the Ancient One's tutelage, after my arrogance cost me the use of my hands." Strange states, earning her shocked interest. "As Iron Man believes, magic is just science we haven't mastered. You and your sister show great potential in the mystic arts. If you clear yourself of self-doubt, you too can become a 'Schnee Supreme'."

"That _does _have a nice ring to it." Weiss smiled, feeling more comfortable about magic.

"Good." Strange conjures two mystical glyphs for both hands to be used as shields. "Now concentrate, and summon the Daggers of Daveroth."

Weiss nods in understanding, summoning one large glyph in front of her body and prepares to summon the magic spell. She closes her eyes, clearing her mind before shouting, "By the Daggers of Daveroth!" invoking an ancient, extradimensional power to send daggers of pure energy which seek out Strange, who effortlessly blocks them with his own glyphs.

"Excellent work, junior sorcerer." Strange smiles, causing Weiss to feel very proud of herself summoning magic.

* * *

**With Ruby…**

Outside on a grassy field, Ruby watches in awe of her mentor, Sonic, blitzing SHIELD robots with his trademark Homing Attack. The speedy hedgehog is curled into a spinball and launches straight at a target firing at him and missing horribly before getting destroyed. The hedgehog bounces off the destroyed robot and strikes a midair pose, before zeroing in on the remaining wave of drones at high speed while leaving a colored aura trail in his wake.

Sonic lands on the grass after destroying the wave of robots in mere seconds, turning to his apprentice with a smile on his face, "Your turn, Rubes. Show me a Homing Attack with that Semblance of yours!"

"I'll do my best!" Ruby nods before turning to the new wave of robots that were summoned to the field. The scarlet huntress launches herself forward whilst bursting into petals using her Semblance, attacking a robot with a quick strike and then homes in on another enemy to attack. One of the robots was able to blast her out of the air, knocking her out of her Semblance and crashing near the hedgehog.

"That wasn't so bad. We should call that move the 'Petal Dance'." Sonic names her version of the Homing Attack while helping her to her feet. "Now let's see if you can mimic my Spin Dash."

"Your what?" Ruby questions in confusion.

To demonstrate, Sonic quickly curls up into a tight concussive ball that spins rapidly on the spot and gains potential energy before taking off into a high-speed rolling attack, smashing through a line of robots in less than a second, much to Ruby's amazement and worry to master that move. "See?" Sonic smiled.

"Uh, would you mind explaining your technique, 'cause I dunno if I can curl myself into a ball like that?" Ruby asked for instructions.

"It's like trying to combine a somersault with running. Just add your own _spin _to it." Sonic puns with some advice.

"Hmmm." Ruby thinks for a moment before gaining an idea that might help her Spin Dash. She crouches down and starts charging petals at her feet using her Semblance to build up speed and momentum. Once charged, she releases the charge and dashes forward at high speed while executing a Semblance-enveloped top sin, thus turning into a destructive mini-tornado of petals to obliterate a line of robots.

"Way to go, kid! We'll call that move the 'Petal Dash'!" An ecstatic Sonic smiles, giving her a complimentary thumb up.

"Thanks for the help, Sonic!" Ruby giggled.

**BGM End**

* * *

**Spider-Man's Workshop**

**BGM-Sonic Adventure 2 OST-The Base**

Inside his own personal lab within Avengers Compound, Spider-Man has been working hard alongside Tails on a new spider-armor to aid him in their war against the Goblin King. This new suit combines several aspects of the original Iron Spider with Spider-Man's traditional look. Like Iron Man's suit, it's color scheme consists of red with some gold highlights, but it also includes some blue highlights as well and has a shiny metallic look to it.

"Nearly done." Tails stated.

Spidey chuckles, "Alright."

The science bros turn around when they hear the door opening for Sonic, Knuckles, Blaze, and Team RWBY as they enter to check on their friends. "If it isn't my loyal students/coworkers. How was your first day at Avengers Academy?" Spidey jokingly asks his friends.

"It was a blast!" Sonic smiled.

"We learned so many new moves! Learning from the Avengers and other heroes were so much fun!" Ruby expressed in sheer joy.

"Glad you're enjoying Earth. It's only gonna get crazier." Spidey quipped.

"What are you and Tails working on, Spider-Man? Is that some kind of armor?" Blaze asks him.

"Yup. It's the Iron Spider Armor: Mark 2! Tails has been helping me design this new armor to counter Goblin and his army." Spidey answered.

"How so?" Blaze asked.

"We used Iso-Infused nanotechnology to forge his new armor, powered by multiple R.T. Nodes." Tails explains. "It greatly enhances his strength and speed, equipped with ISO-8-based abilities that focus on delivering multiple quick attacks that'll decimate any opponents."

Spider-Man continues, "It's installed with an advanced analyzer for information collection and analysis. It uses every piece of information before it to create an unstoppable strategy. Escaping its perfect maneuvers and incredible speed will be nearly _impossible_. I doubt anyone has a chance of withstanding this baby's onslaughts."

"Let's hope you're right." Blake remarked.

"Ooooh, it sounds so awesome! Can we help test it out?!" Ruby has already become fantasized with the new armor.

Peter smirks, "Hm, not a bad idea. Let's have a sparring match. This way I can test out my new armor and show me the results of your training. Meet me in the holographic training room while I contact Shadow, so we can make this a little fair."

**BGM End**

* * *

**At the Holographic Training Room**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride (Remix 3)**

The gang meet up in the training room set in a circular holographic room with blue grids on the floor and green grids on the walls. Sonic spin dashes onto the stage and strikes a pose inbetween his team consisting of Tails, Knuckles, and Blaze. Facing them is Team RWBY, as Ruby drops down inbetween her teammates while striking a pose with her scythe. From another angle, the newly-armored Spider-Man descends from a webline and jumps down next to Shadow the Hedgehog.

"**Looks like we're all here. How do you like my new duds?" **Spidey asks for a comment on his new Iron Spider Armor.

"Lookin' good, Webs!" Yang compliments him.

"**Thank you. And how do you like our new biome settings?" **Spidey activates something via his HUD, causing the center of the empty room to be suddenly replaced with a large octagonal arena with a holographic urban, geyser, savanna and forest biome, much to both teams' shock and amazement.

"It's like the biome settings of Amity Colosseum." Weiss compared.

"**That was the idea. Hard-light holographic biomes. Never before holographic water looked so real." **Spidey joked. **"We'll be fighting as a battle royale using Vytal Festival tournament rules. Team RWBY vs. Team Sonic vs. me vs. Shadow, though me and Shadow are planning to primarily fight each other to test the limits of my new armor. Fighters are knocked out of the battle by falling below a health threshold and/or being knocked out of the arena. Take each other for a ride! Go for broke! FIGHT!" **He announced.

**BGM End**

**BGM-Marvel vs. Capcom Infinite OST-Theme of Hawkeye**

"Time to party!" Sonic chuckles, immediately blitzing forward and attacking Team RWBY with homing attacks at immeasurable speed.

"He's so fast!" Weiss comments in amazement.

After Sonic bounces to the air off of Yang's head, he was about to drop down for another attack until Ruby countered with her newly-developed Petal Dance, knocking him towards the forest area where he safely lands himself on a tree branch. "Okay! Let's see what you can do, kid!" Sonic smirks. Ruby leaps forward with a slash that slices the branch, but the hedgehog easily jumps up to deliver a diagonal flying kick that knocks her down to the grass. He plummets with a stomp down towards her, but she blocks and deflects him away with a swing from her scythe. Ruby quickly switches to her gun mode to relentlessly shoot at the hedgehog, who easily runs around the forest area avoiding her shots with a cocky smile. "C'mon, kid! Gotta be faster than that to stop me!" He rushes at Ruby from behind, delivering a somersault to trip her and kick away her scythe before knocking her down with a spin attack, all in super-fast succession.

Ruby recovers onto her feet and decides to use her new Petal Dash against Sonic, quickly charging it up before launching forward at high speed and smashing him onto a tree. "That was good, but you'll have to be better than that to slow me down!" Sonic bounces off the tree for a quick homing attack that knocks her away. The two speedsters then proceed to clash at each other with their own Homing Attacks, looking evenly matched.

At the geyser area, Tails is doing his best dodging quick swipes from Weiss' rapier. "I'll try not to hurt you too badly, Tails." She said, striking him backwards.

"Don't worry about me. I've had my fair share of tough battles." Tails bounces around as a speedy spinball before spin-attacking Weiss at her blindspot. He was going to follow up with another spin attack, until the heiress utilizes a new reflect magic spell to produce a barrier of light for a second to successfully guard his attack, unleashing a spray of light around the dome that does damage equal to Tails' attack and knocks him away through a geyser. Tails was nearly knocked off the arena until he uses his namesakes to fly and hover. He flies back to the geyser area, diving into the water and swimming forward for a sneak attack. He jumps out of a geyser behind Weiss and plummets down to slam her down with a powerful tail swipe.

As Tails jumps away, Weiss recovers onto her feet and freezes the water with her new ice magic. Tails hovers in midair as the water freezes and throws a quick Dummy Ring Bomb that the heiress quickly blocks, as the following explosion did push her backwards by several feet. He then dashes towards Weiss, who uses a new Aero spell to conjure green storms of wind that launches him into the air for a follow-up attack that knocks away the young fox.

At the urban area, Yang got smashed through a building but was able to recover easily to prepare for a lunging assault from Knuckles. "There's more where that came from!" Knuckles proclaims, as the two brawlers clash fiercely, trading powerful blows that were evenly deflected. Yang goes for a sweep kick, but Knuckles quickly jumps and delivers a powerful left hook that knocks her away. Knuckles scoffs with a taunting smirk, "Ready to give up, bushy blondie?"

"Not on your life, red mutt!" Yang scowls, quickly unloading explosive shells that Knuckles immediately blocks with a large chunk of debris. He throws it at her, who quickly dashes away with the recoil of her gauntlets and does it again to deliver a powerful punch that sends Knuckles flying towards a building. The echidna quickly recovers in midair, bouncing off the side of the building towards Yang with a reeled back punch and a loud roar. Yang recoils into the air to meet him with the same maneuver, as both combatants collide punches that generates a powerful shockwave in midair.

At the savanna area, Blaze hovers in the air with her fire powers and unleashes a fireball barrage at Blake, who quickly uses her reflexes to dodge and the environment to assist. The fire cat then launches herself forward with a small burst of flames and homes in on Blake to strike with a fiery kick, but the cat huntress was perfectly able to block her attack with her sword.

"For a princess, you're really skilled." Blake compliments the princess' battle prowess before deflecting her away.

"Thank you." Blaze safely lands on the ground to charge up fire at her feet. "You're not bad yourself. You have been trained well." She states before sending off as a fiery tornado at high speed towards Blake.

"It feels like I've been training all my life." Blake side-steps away, using her Semblance to leave behind a stone clone to take the Burst Dash. "Fighting every day to survive and protect my friends…I just want a little rest." She says, unloading a barrage of bullets at Blaze.

"I understand how you feel." Blaze easily dodges Blake's bullets with her incredible acrobatic skills. "There was a time I felt the fate of the world rested on my shoulders, but I've been taught the value of friendship and learned to rely on others for assistance." She jumps to the air to fire a quick fire beam near Blake's area, launching the faunus around before she recovered on her feet quickly after.

"Guess we're more alike than we first thought, beside we're both cats." Blake smirks, developing a new bond with her new cat friend, who scoffs and smiles back at her.

In the air above the whole arena, the armored Spider-Man is flying around avoiding Shadow's powerful assault. "Chaos Spear!" The hovering hedgehog fires several bolts of chaos energy at the webslinger, who easily dodges them with his aerial reflexes.

"**You missed!" **He quips, spinning in the air as he stops himself to hover. The webhead then uses his new nanotech armor to morph his right forearm into an energy cannon, **"But I won't miss with my new Repulsor Web Cannon!" **He fires a barrage of energy web shots at the black hedgehog, who uses his ultimate speed to dodge all of his shots and smash the webslinger onto the ground.

"You were saying?" Shadow smirked.

"**I'm just warming up." **Spidey recovered, relatively unscathed. He dashes towards Shadow at hyper speed, surprising the hedgehog as he barely blocks his punch. The hedgehog counters with an uppercut, but missed as he was quickly smacked away by his spinning spider-legs. Spidey web-zips for a follow-up attack, but Shadow uses Chaos Control to teleport away from his attack. With his Spider-Sense, Spider-Man effortlessly blocks the teleporting hedgehog's spin attack and deflects him away, before following him with a barrage of punches and kicks. Shadow breaks free from the combo with an upward kick from his rocket-skates before launching his own brutal barrage of attacks and smashing the webhead onto a wall with a fierce spin dash. A quick burst of Spidey's X-Aura was enough to blast Shadow off him, as he lands on his feet confronting his opponent.

"That's what they call an 'X-Aura'. It's similar to my Chaos Boost technique." Shadow compared.

"**Your what?" **Spidey remarks in confusion. To show off, Shadow powers himself up, enveloping himself in skin-close red aura of chaos energy, gaining more destructive power and is nearly invincible. **"Whoa! These energy readings…That's some **_**intense **_**chaos energy. Didn't know you could do this. You really are the Ultimate Lifeform." **Spidey sensed, surprised by his incredible increase in power.

"Thanks for the compliment." Shadow grinned.

"**Then I hope you won't be too angry at me if I take that title after whooping your spiny butt." **Spidey quips, enveloping himself in a blue aura using his X-Aura.

Shadow scoffs, smiling, "Go right ahead. I want to see for myself the limits of your new power." He declares, launching himself forward with a powerful spin attack that's about to be countered with a repulsor blast.

While those two have their epic clash, the match between Team Sonic and Team RWBY is heating up rapidly, not just because of the speedsters and Blaze. "Ice Flower!" Ruby shouts, using her team move with Weiss to enhance her sniper bullets with ice, firing several towards a charging Sonic and Tails.

"If that's how you want to play! Rolling Combo!" Sonic shouts, joining hands with Tails in a flash of light and form a combined Spin Attack resembling a yin-yang formation, strong enough to smash through the ice bullets like their nothing and knock back Ruby and Weiss.

"Bumblebee!" Ruby shouts another team move after recovering on her feet.

Seconds later, Sonic and Tails were knocked away by Yang, who's being swung around by Blake's ribbon. Quickly, the mobian duo were grabbed by Knuckles as they both curl into spinball form, carrying a teammate on each fist while they continuously perform the Spin Attack. "Now you're asking for it!" Knuckles smacks his new boxing gloves together, throwing powerful dashing punches that effortlessly knocks away Yang and Blake with a single punch each.

"Who in the right mind uses their own teammates as BOXING GLOVES?!" Weiss reacts in confused surprise.

Knuckles furiously punches into the ground and creates a slight tremor, releasing a flaming shockwave that blasts away Ruby and Weiss. "Checkmate!" Ruby shouts, prompting both Weiss and Blake to attack Knuckles simultaneously, quickly overwhelming him as they knock him and his teammates into the air.

"Tails!" Sonic shouts while they are being flunged through the air.

"Leave it to me!" Tails stops himself in midair and quickly flies to catch Sonic using his feet, as they move to catch Knuckles using Sonic's feet. The trio hovers in the air high above Team RWBY, as Tails punts his teammates at them, like kicking a ball that knocks back their targets. "Blaze!" Tails calls for her.

"Got it!" Blaze leaps behind Tails, quickly smacking him as a fiery projectile that creates an explosion upon impact, hurting and stunning Team RWBY for a final attack. "Sonic!" Blaze envelops herself in flames while boosting towards the girls.

"Alright!" Sonic grins, running side-by-side the princess while boosting forward as well. The duo jumps up during their boost, then spin together in a clockwise motion, building up momentum to shoot themselves forward as an explosively combined projectile that utterly decimates Team RWBY, blasting them out of the arena in defeat and earning Team Sonic their victory.

**BGM End**

**BGM-Marvel vs. Capcom Infinite OST-Victory Theme**

Team RWBY groans from their defeat outside of the arena, while on the arena Sonic performs the pike before striking a pose next to his teammates while saying, "Hey girls! That was a blast! Let's play again next time!"

"Ugh, wow. For guys so small, you're amazing. We might've underestimated you." Weiss comments, surprised by Team Sonic's power.

"It all comes down to experience. We've been destroying giant robots and beating monsters of the week for years. But you four ain't too shabby either." Sonic compliments the girls with a grin.

Ruby giggles, "Thank you."

"**Sounds like you're done here." **Spidey said, as he and Shadow approaches the teams.

"Yup. How was your fight with Shadow?" Sonic asked.

"The two of us were evenly matched. His armor was impressive. But we decided to stop once we noticed your victory." Shadow replied.

"**Thanks to Shadow, I've acquired useful data to perfect my new armor." **Spidey informed.** "I'm confident to say, that with all of us working together and training together, neither Goblin **_**or **_**that Salem lady has a chance in hell of beating this alliance. The multiverse is as good as saved." **He proclaims confidently with a grin behind his mask.

**BGM End**

* * *

**Meanwhile on Remnant, at Salem's castle…**

**BGM-Breath of Fire 3 OST-Dragon Slayer**

"Avengers Academy?" Salem repeated curiously, sitting on her throne in the conference hall alongside Tyrian Callows, Hazel Rainart, and Arthur Watts while they are looking at a Seer, a small jellyfish-like Grimm floating in the air transmitting a live depiction between themselves and Leonardo Lionheart, headmaster of Haven Academy and the cowardly informant to her organization, as he informs her of everything regarding the Ultimate Alliance.

'_Y-Yeah.' _The nervous headmaster responded. _'It's a new training program that the heroes of Earth created to train our students to combat the Goblin Nation, and…your forces.' _He shyly informs the witch that the heroes are aware of her existence. This fact slightly annoys Salem, which instantly strikes fear into Lionheart's heart, _'B-B-But I promise I haven't told them of my alliance with you, or anything of sort!'_

"For your sake, Leonardo, you better uphold that promise." Salem threatens him, causing him to gulp in fear before turning off the transmission.

"Well, this is certainly a dilemma." Watts remarked. "Not only are these Incursions are destroying universes as we speak, but now we have to worry about an alliance between universes. How utterly ridiculous."

Tyrian smiles sadistically claiming, "It doesn't matter how many flies band together, they're still flies that can be easily swatted away!"

"We are _all_ flies to the threat of the Incursions." Hazel states calmly. "We may not like them, but the heroes might be our only chance of salvation."

"While I'm still _grasping _the concept of multiple realities, I'm not quite sure they have what it takes to stop the Incursions. Though a planet from another dimension isn't approaching our own at the moment, the disruption of space and time will soon become apparent to our worlds in more ways than one." Watts claims, before looking at his master. "How do you think we should proceed?" He asked her.

"We'll continue operating in the shadows, take advantage of the war between the heroes and Goblin. Perhaps procure some ISO-8 for ourselves to ensure our own survival." Salem recommended to her associates.

"And what of Osborn? Sooner or later, he _will_ come." Watts asks, certain that Goblin would want to take revenge against Salem and the rest of them.

"Let him come. I'll have the Grimm ready for his arrival." Salem responded calmly, showing no fear despite fully aware of Goblin's god-like capabilities. "Osborn had the arrogance to hide his true nature from me and _betray_ me. His reckless actions have doomed us all. His unstable mind is playing tricks with him. Foolishly believing himself a god. _That_ will be his downfall." She proclaims sternly with glowing red eyes of darkness, believing she can defeat Goblin when that time comes.

* * *

**Meanwhile at the Hellcarrier, hiding in the depths of an ocean…**

"_**DAMN YOU! FURRYYYYYYYY?!" **_Goblin furiously smashes a computer screen on the bridge of his ship, while in a meeting with Iron Patriot and the goblinfied Neo and Sienna Kahn.

"**Correct. Along with the Avengers and other heroes from Earth, alongside a new Helicarrier. That is what I discovered from my reconnaissance mission." **Iron Patriot informs his allies of the Ultimate Alliance.

Goblin snarls angrily, _**"Spider-Man must've finally gained the guts to contact Earth to save this pitiful dimension! Damn it all! I can handle SHIELD, but I didn't want to face the Avengers. At least not yet, and especially not on this miserable planet!" **_

"If I may speak, sir, the alliance between heroes could still prove beneficial to our cause." Sienna Kahn remarks calmly. "The more heroes that continue to fight our army, and the more powerful they are, the more energy the Universal Seed will collect at a faster rate."

"_**True. And this is still new territory to the Avengers. It'll take some time for them to get used to our playground." **_Goblin stated, until he ponders an ingenious idea, _**"Time…that we can use to our advantage to strengthen our forces. If the heroes can form an alliance between universes, then what's stopping me from doing the same?" **_He smiles deviously. _**"I think it's long overdue…that I return home." **_He chuckles sinisterly with a maniacal idea to form an alliance with the biggest villains that he knows on Earth.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Class is in session at Avengers Academy. The heroes are getting stronger and learning new moves, with Spider-Man gaining a brand new Iron Spider Armor (now based off the MCU version). Meanwhile, Salem is preparing herself for her inevitable battle against Goblin, while the madman himself is planning to form his own villainous alliance. Find out next chapter who's gonna join this new supervillain team led by the Goblin King.**

**Unix: I don't write DC stories. Superman will never show up.**

**Hamm1999: I'm doing fine, thank you.**

**Next time: A Dark Illuminati! Formation of The Cabal!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	62. Vol 3 Issue 12: The Cabal Initiative

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Class is in session at Avengers Academy! Students from each Huntsman Academy were brought to my dimension to receive extra training from Earth's Mightiest Heroes. Had some fun sparring with friends using my new Iso-Infused Iron Spider Armor. No way Goblin can beat me now! Would love to try it on him, but I still have no clue where he is.**

**BGM End**

* * *

_Vol 3 Issue 12: The Cabal Initiative_

**Earth, Secret Oscorp Facility**

**BGM-Mega Man X8 OST-VS Sigma Demo**

Night has fallen on the streets of New York City, which makes it the perfect time for evil forces to enact their sinister schemes underneath everyone's noses, literally. Insides a secret underground facility own by Oscorp, the Goblin King walks through the large empty room alongside his loyal henchmen, Iron Patriot and Neo. Goblin chuckles sinisterly while glancing around the facility he has abandoned for months during his time on Remnant, _**"Home sweet home." **_The trio stop at the center of the room, as Goblin summons the Universal Seed to the palm of his hand. _**"I call upon this meeting. Time to gather." **_Goblin clenches onto the Seed, summoning several portals in front of his team to allow certain guests to enter his base.

From one portal is a beautiful woman with long green hair and wears a seductively green skin-tight bodysuit. Her name is Viper, aka Madame Hydra. She is the current leader of terrorist organization known as Hydra, and entering Osborn's meeting point are two Hydra soliders in their iconic green armor.

Hovering out of another portal appears to be a disproportionately large head piloting a flying doomsday chair. His name is M.O.D.O.K., the maniacal mastermind behind A.I.M., an organized group of international science-terrorists who want to use their combined genius to take over the world. Like with Viper, MODOK brought along two AIM agents just in case this meeting goes south.

Brought from Remnant are two White Fang soliders and their new High Leader, Adam Taurus, after he betrayed Cinder and took over what's left of the White Fang after Goblin's shenanigans corrupted most of them into his terrorist organization.

The remaining guests join the meeting with no henchmen of their own, as they feel like they don't need any. There's Magneto, master of magnetism and self-proclaimed savior of mutantkind. Baron Mordo, the mystical dark rival of Doctor Strange. And finally Ultron, an indestructible android with a corrupt programming that desires the destruction of humanity.

Goblin grins creepily, standing alongside Iron Patriot and Neo after gathering the most sinister supervillains between Earth and Remnant for this special meeting. _**"Ladies and gentlemen, welcome. Glad you received my invitations. We have a lot to discuss." **_Goblin greets his villainous guests.

"Just get on with it, Osborn." Viper said calmly, crossing her arms stoically as she wants to get this meeting over with.

"I was in the middle of an experiment! Why have you called us here?!" MODOK impatiently asks the mutated king.

Goblin then calmly tells them, _**"As I'm sure most of you are aware, our universe is on a deadline. The Incursions. The end of everything is upon us. It's inevitable. There is no preventing the apocalypse. But, I alone possess the ONLY means of our survival." **_He shows his guests the Universal Seed, which they immediately admire it's cosmic luster. _**"This is the Universal Seed. With enough energy, it will give birth to a new universe once all reality is destroyed. For some time, I have been successful gathering energy, until I heard news of an alliance of heroes being formed, between this universe and another. That is why I have gathered you all tonight. To form an alliance between our organizations, strong enough to defeat the heroes and create our own universe to rule." **_He proposed.

Ultron was the first to respond saying, **"An **_**intriguing **_**proposition, Goblin, and yet…I could kill you now, and claim the power of the Seed as mine. What need have I for you?"**

"_**You are a soulless machine, Ultron. The Universal Seed is coded to MY specific DNA. Its true power will forever remain beyond your reach." **_Goblin smirkingly mocks the android, who seems to be glaring at him with his expressionless glowing eyes. _**"But in the new universe, you will take command of a technological world primed with limitless potential. That is what I offer to you, and to everyone else in this room. Ultimate power. Salvation. Join my alliance, and together, we will live as gods! Best of all, there'll be no heroes to ever again interfere with our dreams." **_He offered them a final chance to join his alliance.

"Count me in." Baron Mordo was the first to accept his proposal.

"Same." Adam Taurus accepted second.

"**I accept your proposition." **Ultron accepted.

"I'll join, only to ensure the survival of all mutants." Magneto accepted as well.

"Hydra will join this alliance. I am interested to witness the birth of the new world." Viper also accepted his offer.

"Fine. You have yourself a deal, Goblin." MODOK is the last to join this evil alliance, much to Goblin's sinister pleasure.

"_**Excellent. From this day forward, we will be known to the universe as The Cabal! No one can stand against us!" **_Goblin proclaims, naming his new alliance The Cabal.

"Especially when I was in the middle of an important experiment creating an army of invincible super-soliders!" MODOK remarked.

"_**Oh? And what might that be?" **_An interested Goblin asked the floating head.

"Living weapons bonded to alien symbiotes. I captured a specimen to extract samples, but during the experiment he escaped." MODOK responded.

"_**Then lucky for you, we have just formed an alliance with enough useful resources to complete your experiment." **_Goblin smiles forebodingly, already planning the Cabal's first move.

**BGM End**

* * *

**The Next Day…At the Baxter Building**

**BGM-Mega Man Star Force OST-Science **

Two of the smartest scientists on Earth, Mister Fantastic and Yellowjacket, are currently working together inside Reed's lab developing the Cosmic Emeralds and researching the Incursions. While minding their own business, Reed's wife, Susan Storm, enters the lab alongside Spider-Man, Team Sonic, and Blaze.

"Reed! Spidey and his mobian friends are here!" Sue told her husband.

"Thanks, Sue. It was nice meeting you and the kids again." Spidey replied.

"Your family, Spidey. You're always welcome here." Sue smiles at him before leaving the lab, as the young heroes approach their ingenious elders.

"Sorry we're late, Dr. Richards. You too, Dr. Pym." Tails apologized.

"That's quite alright, Tails. Glad to see you're all doing well." Pym smiled.

"For the most part. We've been trying to find clues on Goblin or the Chaos Emeralds, but so far nothing." Spidey responded. "So why did the science bros called us? Is it about the Cosmic Emeralds? Need any help creating them?" He asked.

Richards reply, "Appreciated, but we have everything under control. Development on the Cosmic Emeralds is going smoothly. We've already completed the second emerald before you arrived and are currently in the process completing a third." The rubber man stretches an arm across the lab, reaching for a green Cosmic Emerald to hand to Spider-Man, "Here. Feel it for yourself."

"Oh wow…" Spidey gently holds the emerald in his hand and is quickly allured to its beauty, as well as the immeasurable power he's feeling from it. "I…I've _never _felt anything like this before. Amazing…Spectacular, I would say! This feels like an illegitimate love child between a Cosmic Cube and a Chaos Emerald." He joked before handing the emerald back to the scientists.

"That was the idea. The Cosmic Emerald is the result of combining the chaotic properties of a Chaos Emerald with the cosmic energy found in Cosmic Cubes or within the Power Cosmic, derived from ISO-8." Richards explained.

"It's scary what ISO-8 is capable of. Can't imagine what would happen to the universe if someone possessed all seven Cosmic Emeralds." Knuckles shivered in fear of that dreadful thought.

"I can, in the good hands." Sonic smiled. "Just think. Blaze with her Sol Emeralds, Spidey with the Cosmic Emeralds, and me with the Chaos Emeralds? We'd be the most unstoppable ultimate trio!"

"Three sets of Emeralds from three different universes. Not even Galactus could withstand that combo. They might give the Infinity Stones a run for their money." Spidey joked.

"So why exactly have you called us to your lab, Dr. Richards?" Blaze asks him.

"We want to update you on what we've learned about the Incursions and their unnatural nature." Richards responds as he gets ready to inform them of their findings, "As you know, Incursions are disruptions in space-time causing universes to collide with each other. It's the name given to the period of time in which two Earths, or worlds similar like Mobius and Remnant, collide, and last exactly eight hours. Throughout the duration of an incursion, there is a short period of harmonic alignment which allows both worlds to exist next to each other without any detrimental effects. We call it the 'Incursion Point'. Once the eight hours pass and the worlds collide, both the planets and their respective universes will be obliterated."

Pym continues, "After some research, we've discovered at least eight ways of averting an incursion. One of these involves the destruction of at least one of the Earths before they can collide. Doing so will save both universes, and one of the Earths. Each time a new incursion happens, the rate in which universes collide accelerates. With each universe that is destroyed, the multiverse contracts and its lifespan is shortened."

"To save the universe, we have to destroy an Earth if an incursion happens?!" Spidey reacted, just as horrifyingly shocked as the rest of Team Sonic. "No WAY we're gonna stoop that low! We're heroes! We have to find a way to stop the Incursions _without _destroying another world!"

"We know. We are working around the clock to find a permeant solution to reverse the effects of the Incursions." Richards replied.

"Wait a second." Blaze spoke. "You mentioned that when an Incursion happens between two worlds, they only have eight hours to exist in the same plane of reality before they collide. But mine and Sonic's world experienced an Incursion days ago." She said calmly.

"Oh no! You don't think our universes are already destroyed?!" Sonic temporarily freaks out alongside Tails, Knuckles, and Spider-Man as they believe Mobius and the Sol Dimension are already obliterated.

"That's why we called you. Strangely enough, your worlds still exist in an incursion point, despite going over the eight-hour deadline. We are led to believe there is a powerful cosmic force between your universes that is delaying the collision. For how long, we're not sure yet." Richards stated, assuring the mobians that their worlds are still alive for now.

"Powerful cosmic force?" Blaze ponders for a second before gasping and realizing something, "I believe you are referring to the Jeweled Scepter!"

"What's that?" Spidey asked.

"It's an ancient treasure from my homeland. It controls the geological activity of my world, and is the key to unleashing the Power of the Stars, the legendary force that ensures the existence of parallel worlds." Blaze explains to the scientists.

"That's right. Eggman and his doppelganger tried to unleash that power to take over our universes, but we were able to stop them." Sonic remarked, recalling his adventure in the Sol Dimension.

"Fascinating." Richards responded. "I never heard of the Power of the Stars until now. Perhaps that power could help us find a solution in stopping the Incursions. I'll contact the rest of the Fantastic Four. Blaze, would you be so kind to guide us to the Sol Dimension so we may study the Jeweled Scepter and collect data that I'd want to apply to my research?" He requests kindly to the princess.

Blaze nod, "Right away, Doctor. It's currently placed in an altar under heavy guard to prevent it from being stolen again."

"I'll stay here continuing development on the Cosmic Emeralds." Pym informed.

"And what are we gonna do?" Spidey quips, standing alongside Team Sonic. Suddenly, he receives a call from Ruby and answers it via his suit, "Hello?"

'_Spidey, is Sonic with you? Can you guys meet us at Avengers Compound? We want to show you our awesome new gear!' _Ruby said enthusiastically.

"Sure. Be right there." Spidey then hangs up and turns to Sonic, "Ruby and the gang wants to show us something."

Sonic smiles, "Then let's not keep them waiting." He said before swiftly zooming out of the lab.

"Good luck on your research, Reed! Catch ya later!" Spidey runs out of the lab alongside Tails and Knuckles while following Sonic to Avengers Compound.

**BGM End**

* * *

**Avengers Compound**

**BGM-Sonic Rush OST-The Ordinary Zone**

Inside a comfortable lounge, Team RWBY are hanging out with Mary Jane in their new uniform. While retaining the use of a black skirt with red tulle underneath, Ruby sports a new white high-neck décolletage blouse with brown studded wristbands on the arms. Weiss' new outfit includes a short, glittering dress with a color gradation of blue to pale blue at the hem, a sweetheart neckline, and a white, tulle petticoat. Blake is wearing a new long white tailcoat with dark gray lining and a sleeveless black crop top, as well as a belt attached from behind. She also decided to remove her bow and reveal her cat ears to the world, showing that she is no longer afraid to be seen as a Faunus. And lastly, Yang's new outfit consists of a tan jacket with orange lining and gold edging, unzipped halfway to show an orange crop top and also wears fitted pants.

Arriving into the lounge are Team Sonic and Spider-Man, with the webhead saying, "We're here. What's this new gear you told us?"

"Spidey!" Ruby smiled in happiness.

"Hey Tiger." MJ smiles at her ex.

"MJ? What're you doing here? Don't tell me you enrolled in Avengers Academy." Spidey asks, shocked to see his favorite redhead at Avengers Academy.

"Thought I stop by and hang out after shopping with the girls for their new clothes." MJ approaches him alongside Yang.

"All of you went shopping? The two of you? You and Yang? Hanging out together?" Spidey remarks in confused shock that his ex-girlfriend was hanging out with his current girlfriend, which feels a little weird to him.

"Is that a _problem_, Petey?" Yang teases, with her and MJ facing him with twin sly smirks to mess with him, making him feel very awkward and quite uncomfortable.

"Uh, no. Just, uh, worlds colliding, in more ways than one." Spidey remarks awkwardly, causing the two girls to giggle at his embarrassment.

"Your name's _Petey_?" Knuckles scratches his head.

"No, it's…Oh wait, you didn't know." Spidey facepalms, as Knuckles has basically learned of his secret identity.

"Know what?" Knuckles tilts his head in confusion.

Sonic sighs while shrugging, "You knucklehead."

"Whoops. Thought he knew. That's okay, right?" A smiling Yang sheepishly rubs the back of her hair while her boyfriend growls at her. "Anyways, we had a blast hanging out with MJ. She helped pick the perfect clothes for us and Team JNPR. You're awesome, MJ! Can't wait 'til the day you become a supermodel!"

"Thanks, Yang." MJ smiled.

"How'd you like my new outfit, Sonic?" Ruby happily asks the hedgehog, taking out a red domino mask to wear for her eyes, "Each of us also bought masks to look like actual superheroes. What do you think?"

"Digging the new look, kid." Sonic smiles, complimenting her new uniform. "Same with Weiss. Now she's looking like a proper Ice Queen." He turns to make fun of the heiress.

"Hush you!" Weiss retorted.

"You do look really pretty, Weiss." Tails kindly compliments her new dress.

"Aww, thanks Tails." Weiss took that compliment to heart while hugging the young fox.

"Decided to throw away the bow?" Knuckles asked Blake.

"Wolverine thought it was a good idea." Blake rubs her cat ears. "Honestly, when you find yourself working together with mutants, gods, and people like you from different dimensions, what's to be afraid anymore?"

"Makes sense. We're all weird in our own way." Knuckles said, which causes her to chuckle for a little bit.

"So, where's Blaze?" She asks the echidna.

"Went back to her dimension with the Fantastic Four to find a way to stop the Incursions." He answered, slightly shocking Team RWBY when they heard this.

"Really?" Blake remarked.

"Yeah, but I doubt studying star power will help us find Goblin." Spidey quipped. "We don't know if that maniac is still on Remnant. For all we know, he's taking a vacation in another dimension, before that one gets destroyed by the Incursions."

"I don't think Goblin's hiding in another dimension. He still wants to use us to fuel his Universal Seed, so he can't be too far." Tails believed otherwise.

Suddenly, Spider-Man receives a call from Nick Fury and answers it via his Webware, projecting the director as a mini hologram standing on his wrist device, _'Spider-Man, I have a mission for you.'_

"Need help organizing a field trip to Asgard?" Spidey joked.

'_No!' _Fury retorted._ 'There's trouble going on at the docks. Venom has been spotted ransacking a SHIELD shipment of ISO-8! Head over there immediately!'_

"Eddie Brock?" MJ remarks in surprise to hear Venom's on the loose.

"Venom?! I thought he was imprisoned in the Raft." Spidey said.

'_He escaped a while ago and is using ISO-8 to power himself up. I'm also receiving reports of a small white hedgehog in the area and they seem to be fighting each other.' _Fury informed.

"White hedgehog? The only one I know isn't born yet." Sonic quips, having a feeling he already knows the identity of this mysterious hedgehog.

"That makes no sense." A confused Ruby responded.

"Whoever they are, I hope they're on our side. Venom needs to be stopped. I'm heading over there. I might need you guys' help." Spidey requests the assistance of Team Sonic and Team RWBY to help him stop Venom.

"Glad to hear you admit it." Weiss smirked.

"Yeah, yeah, I need help. Just try not to get eaten." Spidey quickly quips before walking away.

"Eaten? On second thought, can I stay here?" Weiss asked.

"Nope." Blake grabs her arm and pulls her away from the lounge, leaving MJ as the heroes hurry to the docks to stop Venom.

**BGM End**

* * *

**Manhattan Docks**

**BGM-Marvel Ultimate Alliance 3 OST-Bring on the Bad Guys**

Like how Fury reported, there's huge commotion coming from the docks caused between Venom and a mysterious white hedgehog. The hedgehog was brutally smashed through several shipment containers until he landed while sliding backwards. The hedgehog stares at the sinister symbiote lunging towards him and uses his weird telekinetic powers to grab a large container, batting the villain onto another. And before Venom could recover, he was caught in the hedgehog's psychic hold preventing him from moving.

"I don't know who you are, but I'm taking you down!" The white hedgehog declares, struggling with all his might to keep Venom in his psychic grasp.

"_**We are Venom! And we will crush anyone who gets in our way!" **_Venom roars viciously, summoning all his strength to break free from the hedgehog's psychic hold with a brutal gesture. He knocks back the hedgehog with a whipping tendril then roars monstrously at him, but before he could continue his assault, he was assaulted by a barrage of familiar web shots.

"Still see you haven't consulted a doctor 'bout your medical condition, Venom." A sudden Spider-Man quips, landing near the white hedgehog as Team Sonic and Team RWBY regroup with him. "Try to keep your parasites to yourself some more." Spidey quips to his archnemesis.

"_**So glad you could join us, Spider-Man." **_Venom snarled.

"Really? 'Cause I didn't have enough problems today." Spidey quipped.

"Silver? You alright, dude? What're you doing here?" Sonic asks, recognizing the white hedgehog as his old friend, Silver the hedgehog.

"Still trying to figure that out myself, but let's beat this guy first before further discussion." Silver stands, confronting the symbiote alongside friends and new friends.

"That's Venom?! He looks like an icky, gooey Grimm version of Spider-Man." Ruby commented, feeling disturbed by the sinister symbiote.

"Close enough. His name is Eddie Brock, a reporter bonded to an alien symbiote that has all my powers. He used to be a childhood friend of mine, until that symbiote turned him into one of my worst enemies." Spidey briefs his friends on Venom.

"Geez, your life sucks." Sonic quipped.

"_**We never wanted this battle, heroes! But if we must fight, we will not lose!" **_Venom viciously grabs a large shipping container and hurls it at the heroes, forcing them to jump away. Spotting Spider-Man in midair, Venom leaps towards him to smash him down. Spidey recovers in time to dodge another punch and counter with a heavy swing from his web hammer, knocking him across the docks.

"Whatcha planning to do with ISO-8? Havin' trouble finding chocolate to munch on?" Spidey quipped.

"_**Absorbing their power to grow stronger and protect the innocents from the likes of you." **_Venom lashes at his rival with numerously powerful tendrils.

"So same old, same old. You haven't changed a bit." Spidey blinds him with webbing, zipping forward with a brutal combo of attacks until Venom's eyes absorbs the webbing and knocks the hero away with a terrifying slash from his talons. Sonic speedily rolls through his feet, causing him to trip and receive several Homing Attacks that knock him towards Yang, who uppercuts him before punching him down.

"_**So many snacks…so little time." **_Venom fires sticking webbing underneath Sonic and Yang, immobilizing them in addition to slowing them down.

"We're stuck!" Sonic grunts, struggling to lift up a foot.

Ruby, Blake, Tails, and Knuckles all gang up on the sinister symbiote, but he is able to tank all of their powerful attacks like a monstrous champ while asking, _**"We recognize the animals, but who are these girls trying to play hero?"**_

"That's Scarlet Rose, Power Woman, Catwoman, and Ice Queen!" Spidey quips, bouncing off his foe's head with a web-strike while webbing his body.

"That is NOT my superhero codename!" Weiss retorts while slashing Venom away.

Venom breaks free from the webbing until he was immediately assaulted by Blake's annoying bullets that do little damage against his gooey skin. He leaps towards the faunus, morphing into a terrifying, giant maw filled with rows and rows of wickedly sharp teeth that briefly stuns her until she rolled away in time, causing Venom to hit the concrete and turn into an icky black puddle. _**"Here, kitty kitty…" **_Venom creepily emerges from the puddle to confront her, _**"Come out and play!" **_He was about to slash her, until he was barraged by psychically thrown objects by Silver, who ends with a large psychic knife that cuts and knocks the creature away.

"You okay?" Silver asks the faunus while hovering above her.

"Yeah. Thanks." Blake replied.

"_**Come to Venom!" **_He unleashes his tendrils to grab the terrified Weiss in front of him, then hungrily yank him towards his grasp. _**"We wonder how many licks it'll take to reach the center of an Ice Queen. One…" **_Venom licks the heiress' upper torso with his long tongue, much to her immediate disgust while covered in alien slime.

"GROSS!" Weiss shouts, shivering in complete disgust.

"Hands off my partner!" Ruby leaps in, slicing the tendrils off of Weiss to free her while slashing the symbiote away, leaving a huge tear in his body.

"_**Little girls shouldn't be playing with knives. You could hurt someone." **_Venom jokes, as he easily regenerates the large wound on his chest before using his Death Bite technique, using his symbiote to attack the duo while moving across the area.

After freeing himself from the webbing trap, Sonic meets up with Spider-Man by his side, "Spidey, let's try out that synergy move we were talking about."

"Okay!" Spidey responded.

Standing side-by-side with each other, Sonic charges up a mighty spin dash while Spidey cups his hands together charging up a large web shot. Simultaneously, Sonic unleashes a large shockwave while Spidey combines it with a large web blast, transforming it into a powerful windy shockwave of explosive webbing they call, "WEB WIND BLAST!"

"_**Huh?" **_Venom was surprised by this new team combo and took the explosive blast head-on, sending him flying backwards and smashed onto a container, weakened as he slides down to his knees. _**"We will not be beaten by you again, Spider-Man! If the crystals won't be enough, then perhaps this fancy gem will do the job!" **_He takes out and show the heroes the purple Chaos Emerald that he found while collecting ISO-8.

"That's a Chaos Emerald! Venom found one?!" Tails remarks in horror.

Venom savagely swallows the emerald, causing it to stick out from the head of his spider-emblem while constantly enveloped in a dark purple aura granting him limitless power. _**"We've never felt such power before!" **_He proclaims.

"Any chance this is all a misunderstanding?" Yang quipped.

Venom demonically opens his mouth, unleashing a gigantic energy beam with his new power to explosively blast away the heroes across the docks. "Ugh. What did you eat? A gem of infinite power?" Spidey weakly groans while trying to stand along with the rest of his allies.

Sonic and Tails go for a double spin dash straight to Venom's gut, but it didn't do a darn thing as he effortlessly deflects them like spitting out rotten food. Ruby goes for a leaping slash, only for her attack to do nothing and was brutally punched as punishment. And as Yang, Blake, and Knuckles lunge towards him, Venom's symbiote burst with gooey chaos energy and unleash a large blast that knocks all three to their backs.

"Now that he's all powered up with a Chaos Emerald, our attacks aren't working on him." Knuckles notes while standing back up.

"But Venom's symbiote is still weak to fire attacks." Spidey recalls the symbiote's hated weakness. He activates his suit's Enhanced Combat Mode, lighting himself up with glowing red highlights using ISO-Fire Dust. "Good thing I updated my Tech Suit with ISO-8 to utilize my Dust Mode in this dimension. Weiss, gonna need you on this one. Silver, see if you can keep him still for just a moment." He instructs the two.

"I'll do my best!" Silver focuses all his psychokinesis onto Venom to completely stop his movements.

Venom roars as he's already trying to break free, _**"This won't hold us!"**_

"Hurry…He's too powerful…" Silver struggles to keep him at bay.

"Weiss, light him up!" Spidey ordered.

Weiss projects a fire glyph underneath the immobilized symbiote and barrages him with numerous fireballs from below, severely weakening his symbiote. While Venom roars in pain, Spidey goes all out and uses his Fire Dust Mode to assault Venom with a Maximum Spider, performing several flaming flying kicks through him while he's ensnared in a series of webbing. "You're toasted!" Spidey delivers a powerful stomp, sending Venom crashing down to his burning defeat.

**BGM End**

"_**GRAAAAAAAAAH!" **_Venom roars in pain, as his symbiote is too weaken to contain the Chaos Emerald's power any longer. The emerald drops out of his body while he's brought to his knees, as Spider-Man lands in front of his defeated nemesis to reclaim their third Chaos Emerald.

"He's had enough." Spidey told his friends. "I know my pal Eddie here looks like a bad death metal cover band version of me, but under all that rippling xenomorphic protoplasm is a guy who wants to do what's best. Usually. He may seem lethal, but when the world really needs him, he always chooses to protect it." He vouches for Venom's actions, believing they should allow him to join their alliance against Goblin.

"_**You…would trust us? After this?" **_Venom remarks in expressionless shock while standing behind his most hated nemesis. _**"Then we will fight with you, little Spider…And once the world knows who its one true champion is, we will devour you WHOLE!" **_He faces Spider-Man and threatens to eat him once they save the world.

Spidey simply shrugs, "Eh. I'll take what I can get."

**BGM-Spider-Man: Web of Shadows OST-Act 1 City 1**

"Thanks to Venom, we found our third Chaos Emerald." Sonic said before turning to Silver, "So Silver, what brings you to this world, 200 years from the future?"

"Seriously?! You're an actual time traveler?! With psychic powers?!" Weiss is just as shocked as the rest of Team RWBY to learn Silver is from the future.

"Yeah. My name is Silver the Hedgehog. Nice to meet all of you." Silver smiles, politely greeting his new friends.

"Didn't think I meet more time travelers other than Cable." Spidey remarked. "What brings you here, Silver?"

"I was investigating the disturbance in space-time when I was suddenly warped into the past of this dimension. That's when I found this Venom guy stealing those crystals." Silver answered.

"You were investigating the Incursions. They must've brought you to this universe the same way they scattered the Chaos Emeralds while Sonic's world is suffering them. To think they're affecting even the future…" Spidey responded.

"So why were you stealing ISO-8, tall, dark and gooey?" Yang interrogates Venom.

"_**To replenish our strength after escaping from MODOK. He captured us to clone our symbiote and use ISO-8 to create an army." **_Venom answered.

"Who's MODOK?" Ruby asked.

"He's A.I.M.'s freakshow leader. AIM is a terrorist organization composed of evil geniuses who wants to rule the world. If you thought the White Fang was bad, you haven't met these lunatics." Spidey replied.

"An evil team comprised of mad scientists? Eggman would feel right at home." Sonic joked.

"I was hoping to learn anything on Goblin, but AIM creating an army of ISO-infused symbiotes is just as bad as goblins." Spidey compared before turning to Venom, "Brock, do you know where we can find MODOK?"

"_**At a secret laboratory deep beneath the city. We can take you there." **_Venom answered, offering to lead the group to AIM's secret base.

"Lead the way. And let's not stop at a drive thru." Spidey joked.

"_**You're no fun." **_Venom launches webbing to swing on along with Spider-Man doing the same, as the rest of the heroes follow them to find MODOK and stop his plans with the symbiote, completely unaware the scientist has become a part of the most dangerous alliance of villains yet.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Team RWBY are now wearing their Volume 4-6 outfits, and Venom and Silver the Hedgehog have joined the alliance. The Cabal has also been formed consisting of Magneto, Adam Taurus, MODOK, Madame Hydra, Ultron, and Baron Mordo, with Goblin King as their leader. They will serve as the main group of supervillains for the remainder of Volume 3.**

**Jufesocar: I'm doing fine, thank you. Yes, there will be an arc with the Belladonnas teaming up with the X-Men to defeat Magneto and Adam Taurus.**

**Next time: Children of Venom! Rivalry between black cats!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	63. Vol 3 Issue 13: Sinister Symbiotes

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! My old parasitic pal, Venom, was on the loose again stealing ISO-8 to kill me. We found him fighting Silver, a psychic hedgehog who accidently came here 200 years from Sonic's future thanks to the Incursions. We beaten Venom, who told us MODOK took samples of his symbiote to create an army. With Venom and Silver joining our alliance, we're heading out to stop MODOK's symbiote army.**

**BGM End**

* * *

_Vol 3 Issue 13: Sinister Symbiotes_

**Secret A.I.M. Facility**

Deep below Manhattan is an underground research facility own by A.I.M. to perform illegal experiments that could help them rule the world. The room is large and spacious and has little features while two AIM soliders walk along a metal walkway, carrying hi-tech guns while guarding the area for any potential intruders. Suddenly but quietly, one of the guards were webbed and reeled to the ceiling, then the other guard was grabbed by an icky tendril before getting yanked to the ceiling himself.

The two intruders happen to be the reluctant partners, Spider-Man and Venom, as they quietly drop down to the walkway. Venom slightly turns his head back to a corner saying, _**"We're here." **_

From the corner, Ruby pops out her adorable little head before she carefully walks out alongside the rest of Team RWBY, Team Sonic, and Silver. Tails shivers while looking down at the area from the walkway, "Creepy place."

"Certainly has a more sinister atmosphere than most of Eggman's bases, I'll give 'em that." Sonic remarked.

"Our first mission stopping supervillains in another dimension. Not how I quite pictured it." Ruby said for Team RWBY as a whole.

"We need to be careful. Stay close and stay silent. Don't want to trigger any alarms." Spidey advises his allies.

"This comin' from the master of talking?" Yang quietly jokes as they walk along the walkway.

"You sure we shouldn't call for any backup?" Silver asks while using his psychic powers to hover beside his friends.

"Even if we wanted to, the walls are shielded to prevent outside contact." Tails replied.

"Not a problem. This place will go up in flames like every other science madhouse." Sonic quips, feeling totally confident they are enough to stop AIM's symbiote experiments.

"And all this time, right under our noses, huh?" A mysterious female suddenly surprises the heroes.

"Who said that?!" Silver remarked.

**BGM-Spider-Man 2 (Game) OST-Black Cat Chase (Part 1)**

Everyone turns around to see a platinum blonde hair teenage girl jump down from the ceiling, wearing a mask over her blue eyes and a sexy leather black suit that slightly reveals her cleavage. Spider-Man's lenses widen in shock as he instantly recognizes this girl as an old friend, "What the?! Black Cat?!"

"_**Well, if it isn't the OTHER kitty cat." **_Venom snarled.

"And if it isn't my favorite Spider. Fancy meeting you here. You look good. Been working out?" Black Cat approaches her ex-boyfriend and immediately flirts with him in front of his current girlfriend.

"No. I mean, you know—a little." Spidey straightens himself to look manly.

"See you brought some friends." Black Cat turns to Blake, "And another cat. You swinging with her, or still crawling solo?" She asks, instantly annoying the cat Faunus as she scowls at her.

"That's, uh, a lot of questions." Spidey replied.

"I'm just curious." Felicia remarked.

"Yeah, I hear that's bad for cats." Spidey quipped. "What are you doing here, Felicia? It's dangerous."

"Heard you and the other heroes formed an alliance and didn't invite me. Thought I see what's AIM is up to and take 'em out as part of my initiation." Black Cat answered.

"You just had to call, not put yourself in danger." Spidey replied.

"Spidey. Who is this girl?" A jealous Yang asks with a firm glare at her nervous boyfriend.

"Uhhh, this is Felicia Hardy. Black Cat. She's a vigilante like me, and half of the time a cat burglar that steals jewels." Spidey answered, albeit a little awkwardly.

"Kinda like Rouge." Knuckles grunted.

"Yeah, except me and her had a…complicated relationship." Spidey sheepishly rubs his head.

"I thought it was more _romantic _than complicated." Felicia quips with a smile.

"You dated a cat thief?!" Weiss angrily turns at the nervous webhead.

He retorts, "Felicia is not _all _bad! She's like Blake, except, uh…"

"'Uh' what? Go on. I'm listening." Blake stares at him, feeling a little jealous herself after he drove himself to a corner.

"Attractive. Daring. Up his speed." Felicia flirtatiously latches onto her ex from his shoulder while playfully irritating the Faunus.

"Claws off him, Cat." Yang remarks, jealously grabbing her boyfriend's arm to pull him away while angrily glaring at the thief.

"Am I making you jealous?" Felicia quips with a smirk at the blonde brawler.

"Want to find out?" Yang threatens while their faces are lock at each other's.

Sonic chuckles at Spidey's embarrassed predicament, "You sure know how to pick 'em."

"_**Bummer. You're in the doghouse now, dude." **_Venom teases his spider-rival.

"Shut up, both of you." Spidey orders the two in annoyance.

**BGM End**

"Um, shouldn't we be stopping the evil organization from taking over the world?" Silver interrupts awkwardly.

"I agree." Ruby responded.

"They're right. AIM is up to something nasty. Since we're all here, how 'bout we all team up?" Black Cat offered.

"No!" The Bumblebee duo instantly rejected her proposal from jealously alone.

"We're not gonna be working together with a thief." Weiss also rejects her offer.

"You're working with Venom." Felicia casually points her to the snarling Venom sticking out his slimy tongue.

"That was Spidey's stupid idea. We have enough help, and you've already slowed us down." Weiss said sternly.

**BGM-Marvel Ultimate Alliance 3 OST-Into the Fray**

Felicia casually quips, "Totally understand. Guess I'll just, uhh…" Black Cat suddenly turns around when she heard something approaching them from the other end of the walkway. They appear to be several AIM soliders infected with the Venom symbiote, looking like mini Venoms wearing corrupted yellow-and-black AIM jumpsuits.

The other heroes are shocked of the Symbiote AIM Soliders while Black Cat scoffs and jokes, "Leave you guys to it, then."

The Symbiote AIM Soliders aim their energy rifles and immediately fire upon the heroes while missing horribly. Silver hovers in the air, using his psychokinesis to freeze the guards and allow Sonic and Ruby to take 'em out, but one of the symbiote throw a grenade that destroys the walkway and blasting the heroes onto the lower level as more symbiote soliders enter the fray.

"Why didn't you sense them coming?" Ruby asks the webhead while deflecting several claw strikes from a symbiote.

"Symbiotes are invisible to my Spider-Sense. That's what makes them tricky for me to fight!" Spidey counters a symbiote strike with a knockout smash.

"_**MODOK will suffer for using our own symbiote against us!" **_Venom shreds an enemy with a combination of slashes from his talons and terrifying bites of his deformed maw.

Three symbiote soliders fire upon Black Cat, who easily dodges their bullets with her cat-like speed, "For guys named AIM, you sure are lousy shots!" She mocks as she leaps forward to strike them down with her razor-sharp claws built into her gloves, then proceeds to kick another solider away before yanking one more into her flying fist with her grappling hook.

"Black Cat's pretty good. She's like a combo of Blake and Yang." Sonic comments while kicking away a symbiote.

"HUH? NO SHE'S NOT!" The Bumblebee furiously objects to that claim while in the middle of combat.

"Consider me the best of both worlds!" Black Cat rushes at two soliders at blinding speeds, slashing them to the ground before they could blink. "Spider, heads up!" She kicks a symbiote to the air for Spidey to zip over and slam down with his webbing. "Just like old times, huh Spider?" She smiles at him.

"Yeah. You like making things complicated for me." Spidey quips, punching down a symbiote before quickly comboing another and knocking him away with a roundhouse.

"Don't you like a fun challenge?" Black Cat tears into her foes with her claws with slower, more powerful strikes that really leave them hurting.

"When my opponents aren't evil scientists bonded to alien parasites enhanced with cosmic energy." Spidey delivers a flying kick onto a goon, knocking him towards Yang who uppercuts him to the air for the webhead to knock down with a fierce axe kick in swift succession. "Nice!" He high-fives his girlfriend.

"Saw that _amazing_ combo, Cat?" Yang mockingly smiles at the thief.

"_Mildly_ spectacular." Felicia quipped.

**BGM End**

Venom ensnares the remaining prey in a burst of tendrils, trapping them for Ruby who delivers the finishing spinning slash to knock them flat on their backs. "We're clear!" She announced, as it looks like they finished off the guards.

Strangely, Spider-Man senses something, or someone is watching them nearby from a hiding spot, "No…There's something else…" He turns to his friends, "Something ugly…Something malignant…" He worries them, until he fires a web shot at a control panel to open the nearest door, causing a surprised ordinary man wearing a suit jacket to accidently trip into the room while holding his camera. "Frank West, ladies and gentlemen!" Spidey jokingly introduces the team to his old interdimensional ally.

"Ok, ok…you got me." Frank puts his hands up along with his camera.

"Who's this guy?" Silver asked in confusion.

"He's your regular, ordinary, non-powered photojournalist from another dimension. Sensed him nearby while we were fighting." Spidey answered. "Seems that the Incursions brought you here too." He said to Frank while web-yanking his camera into his hands

Black Cat remarks, "This guy's been tailing me for the past hour. And for an investigative photojournalist you are _really _bad at it." She jokes, while Peter takes an annoying picture of Frank. "So…?" She gestures to the interdimensional reporter, wondering why he's here in AIM's secret facility.

"Alright, listen." Frank explains. "Ever since the Incursions brought me back to this Earth I start hearing these wild rumors. Disappearances, sightings of monsters, really weird stuff. So I started looking into it." He said, growling while taking back his camera from Spidey, "Turns out every one of these incidents happened within a three-mile radius of this facility. Coincidence?" He asks the heroes, but they just give him an ordinary stare, "I was staking the place out when you showed up. Look, I'm telling you this story's big. Maybe the biggest of my career."

"Get out of here now, and maybe you'll live to tell it. We don't have time to play nursemaid." Knuckles tells the reporter to leave for his own safety.

"Sorry Mr. West, but this place is too dangerous. We don't want you to get hurt." Ruby apologizes.

"Hey kid! I'm not some cub reporter. I've covered wars, you know." Frank retorted.

"Seriously?" Blake remarked.

"Ah, let him come. He did help us beat Galactus once upon a time, even though it wasn't much." Spidey says, allowing Frank to join their alliance.

"_**As long as he stays out of our way and doesn't touch anything." **_Venom responded before walking through a laboratory pathway.

**BGM-Mega Man ZX Advent OST-Whisper of Relics (Tunes Ver.)**

Frank puts up his camera at Venom walking through the corridor, until his sights immediately turned to mysterious incubator tubes on the side. Interested, Frank joins the rest of the united heroes up front and center while in awe of the laboratory, "My god…This is GREAT!" He gestures to the long large line of incubator tubes lining both sides of the corridor. The interdimensional reporter immediately takes pictures of each and every single tube in the laboratory, "'Frank West, Pulitzer Prize-winning Photojournalist'. I like the sound of that."

"What the…?" A horrified Tails hovers in front of a tube containing an inactive symbiote soliders. "They're turning people into…monsters."

"They're being bonded to Iso-enhanced symbiotes." Spidey walks through the corridor, scanning the tubes. "This is just crazy. No one can control a symbiote. They'll destroy everything if we don't stop 'em."

Meanwhile, Frank was about to take a picture of one test tube until he notices something different about it compared to most others. "Check it out." He calls to his allies. "Some of these ones are looking a little green."

"Green?" Weiss approaches and stand next to the reporter, gasping in shock when she notices a symbiote solider with skin and a design that's similar to Green Goblin but a little more alien like a symbiote. "Some of these symbiotes look like they've been infected with the Goblin Formula. Turned into 'Goblin Symbiotes'." She informs her friends.

"You talking about the Green Goblin?" Frank remarked.

"Goblin?! Since when has he been working with MODOK? It makes no sense!" A surprised Spidey asked.

"Does that mean Goblin's hiding somewhere in _this_ universe?" Sonic wondered.

**BGM End**

"Quiet!" Blake thrust her arm outward to gesture everyone to be quiet. "I hear voices…" Her cat ears picked up as she runs ahead before everyone else to locate the source of the voices.

The heroes arrive near the control room, the heart of AIM's underground lab. They hide behind several incubation tanks and carefully peek their heads out to look into the control room and are surprised to see MODOK talking to the Goblin King. "That floating egghead…That's MODOK. And he's talking to Goblin! So he _has _returned to Earth." Spidey whispered.

"Your formula is proving its potential. It'll take some time to perfect their mutation." MODOK converses with the mutated king.

"_**Aren't you glad you joined the Cabal when you did? An army of symbiotes at our command, made more powerful by my Goblin Serum and ISO-8. You aren't the only genius of our alliance. If only the formula could perfect that overly large head of yours." **_Goblin grinningly mocks his new partner.

"Enough of your mockery!" MODOK angrily slams on his doomsday chair. "The army will be complete soon. Now leave me, I must work!"

"_**Don't disappoint us, MODOK…" **_Goblin smirks forebodingly before using his Universal Seed to teleport away.

"Uh-oh! Having trouble with your lab partner?" Spidey quips, as the unified heroes rush out of hiding to confront the mad scientist.

**BGM-Marvel Ultimate Alliance 3 OST-Code Red**

"Intruders! My children, to WAR!" MODOK shouts, calling out to his army of AIM Symbiotes and Goblin Symbiotes, as they break out of their tubes and snarls monstrously at the heroes for a fight.

"These are your kids? They're adorable. Aww, they've got that same ugly mug of yours." Spidey mocks the egghead scientist, angering him considerably.

Several Goblin Symbiotes rush with their tendril claws to swipe at Spider-Man, but he easily avoids their strikes and swiftly counters with punches and stinger slashes. He then webs a symbiote and throws it at Frank while singing, "Fraaaaank!"

"Don't tell me what to do, kid." Frank slams the symbiote with his trusty baseball bat before smashing it several times until it's unconscious, "I've survived zombie outbreaks in shopping malls worse than this!"

"Zombies? Aliens? How weirder can your universes get?" Weiss remarks while slashing down several symbiotes.

"Keep hanging around us and we'll give you a tour." Felicia jokes, smacking a symbiote with her whip.

"You children made a grave error infiltrating this facility." MODOK scowls, watching his experiments fight his enemies from the sidelines.

"And thanks to that, we know you're working with Goblin to create a symbiote army. Care to clue us in about this Cabal?" Spidey quips, while delivering a powerful flying kick that sends a symbiote flying.

"We will become the masters of the new world, once we extract all the power from the Isotope-8 and crush your insignificant alliance!" MODOK answered.

"Like to see you try, egghead!" Sonic smirks, knocking down goons with quick Homing Attacks.

"_**We will make you and Goblin suffer for capturing us as guinea pigs, MODOK!" **_Venom promised, surging his tendrils forward to a sharp point to impale symbiotes in his path.

Silver stuns several symbiotes for a moment to allow Yang knock them down with her explosive punches. Tails uses his namesakes to strike one down until another nearly shot him, forcing the fox to fly away from the gunfire. Blake saves the fox by strike the goon down, but as another symbiote was about to lunge at her from behind, Black Cat came to her rescue and kicks him away midflight.

"Got your back!" Felicia said to her fellow cat.

Blake grins, slowly feeling like she can trust Black Cat despite their initial rivalry, "Thanks."

"We cats gotta stick together." Felicia grins back before yanking a symbiote towards Blake with her whip, allowing the faunus to slash at him with her sword, before the thief slashes at him with her claws, then finally they work together to deliver a double kick that sends the minion flying to a wall.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

"NOOOOO! You fools are ruining everything!" MODOK yells, watching his experiments being defeated by the heroes. "That's it! Time to summon our masterpiece! I'll make you regret the day you dared cross MODOK!" He laughs madly.

Venom was the first to turn to a specific pod opening near his position when he sensed another symbiote, one more powerful than the others. Dropping down from the tube is a unique symbiote, different from AIM and Goblin variety. It appears to be a red naked symbiote with white talons on his fingertips and toes, and has white eyes similar to Venom wrapped around what appears to be a red long, freaky domino mask. This new symbiote also sports numerous tentacles protruding out of his back while slowly approaching the heroes.

"What kind of symbiote is that?" Silver asked.

"This is Hybrid!" MODOK hovers next to his latest creation. "The merged entity of four 'seeds' that I extracted from Venom to create the ultimate symbiote!" He briefs his enemies.

"So he's like you and Venom's son?" Yang quipped.

"_**A son that we're about to CRUSH!" **_A snarling Venom smashes his fists together, ready to lash out at his newborn son.

"_**Try it, 'father'." **_Hybrid gets into fighting position next to the laughing MODOK.

Venom roars, lunging towards his offspring for a ruthless clash, punching him in the face before getting stabbed by his tentacles. Brock then grabs the symbiote's head and brutally slams him to the ground, before he was violently pinned to a wall by Hybrid's extending arm. "You shouldn't have come back here, Venom. Goblin found a way to control the symbiotes by exposing them to one of his serums. Now we will extend our domination over all symbiotes!" MODOK proclaimed.

"_**The Goblin's poison means nothing to us. You'll see why once we've rid you of EVERYTHING!" **_Venom slashes off Hybrid's arm to free himself and lands on the ground, rushing towards his offspring while flailing his symbiote tentacles to smash him into another room to fight in.

Meanwhile, Sonic is quick to take on MODOK as he delivers a blinding spin dash to his face, knocking him backwards. "Seriously, compared to Eggman, you are one _ugly _Humpty Dumpty!" The hedgehog mocks the scientist.

"You DARE call me an egg? How about I crack you open and fry your brain?" An enraged MODOK continuously fires telepathic beams at the running hedgehog, who easily dodges them with his speed before hitting him with a powerful spin attack. Sonic goes for another attack, but MODOK defends himself with a barrier, deflecting the hedgehog away to the air.

"Hold that pose…!" MODOK grabs the flunged hedgehog with mechanized tentacles and lifts him above his head. "Cry for me!" He grins maliciously, frying the screaming hedgehog with surges of electricity.

Suddenly, Blake saves the hedgehog by cleaving the tentacles and allows Tails to grab him. "Can't make an omelet without cracking a few eggs!" Yang dashes forward while unleashing a series of rapid punches to MODOK, knocking him towards Black Cat, who sneakily attach an explosive little gift to his chair.

"Or blow them to pieces." Felicia quips, watching her trap explode and blast across the room.

MODOK recovers quickly, growling at the heroes interfering with his work. "Do not underestimate me! My Doomsday Chair has been upgraded with ISO-8! By my calculations, you'll be dead in seconds!" He surrounds himself in an energy aura, traveling at quick speeds and rams at the three girls before flying towards Sonic and Tails.

"I'd double check those calculations if I were you." Tails quips, teaming up with Sonic using their Rolling Combo attack to clash with MODOK's Hyper Battering Ram, as they struggle with each other before the mobians manage to overpower and send him flying.

Nearby in another room, Venom continues his symbiotic clash with his unwanted child, Hybrid. The lethal protector extends a fist to punch his offspring, who counters by slashing his father away with a razor sharp blade out of its own mass. _**"We are too many, and too strong. We will spread…" **_Hybrid proclaimed.

"_**No offspring deserve to live! Only to be killed by their creator!" **_Venom nearly surprises his offspring with a tendril spike surging up from beneath their feet, buy Hybrid jumped away in time.

"Brock, I hope you never become a parent." Spidey quips, zipping closer to pummel the offspring.

"_**Too late. There's already Carnage." **_Venom quipped.

Spider-Man pops a stinger and delivers a spinning slash that hurts Hybrid, causing him to roar angrily and slam the webhead with a symbiote hammer morphed from his hand. Before the creature could kill him, he was shot and painfully weakened by a fiery sniper bullet from Ruby's gun. "Remember! Symbiotes are weak to fire! Use that against him!" She advises her teammates.

"_**Remember who you're aiming at, kid." **_Venom remarks, flinging out a tar-like tendril that quickly pulls him closer to his weaken prey, then proceeds to shred him with a continuous barrage of deadly strikes from his tendrils while Ruby lends support with her fire bullets.

Hybrid manages to block his father's monstrous attacks with a shield, using it to deflect him onto Ruby. Knuckles rushes in and delivers a spinning uppercut that's engulfed in flames, powerful enough to knock Hybrid into the air. But then the super symbiote merges his back tentacles together to create wing-like appendages to fly away and shoot Knuckles with web shots. "This thing can fly? Not fair!" Knuckles scowled.

Then, Silver confronts the symbiote in the air and uses his psychokinesis to freeze him and brutally slam him to the floor, "You can't fly away from my psychokinesis!"

Hybrid growls as he stands, then growls painfully while he's being consumed by Weiss' flamethrower. He roars while summoning the strength to spew acid from his mouth to overpower her flames, forcing her to move away as the acid melts a hole into the floor. "Ew! Acid? How disgusting can symbiotes get?" Weiss questioned.

"Hey!" Frank West stands fearlessly behind Hybrid, casually getting his attention. "Smile!" He holds out his camera and takes a picture, temporarily stunning the composite symbiote. Hybrid recovers, and just when he was about to attack Frank for that little ruse, the reporter ducks while allowing Ruby to shoot the symbiote with another fire shot from afar, further weakening the symbiote.

Noticing he's stunned, Spider-Man takes this chance to wrap him with thick webbing. "Any time, Brock!" He calls upon him to finish the job.

"_**Let the slaughter begin!" **_Venom lunges towards the immobilized offspring as a giant mouth, hitting him as he connects his webbing to pull him over his head and into the ground before throwing him forward to the air and bind him with more webbing. _**"You think you're the ultimate?!" **_He jumps to smack his offspring to the ground then smashes onto his grounded opponent, _**"WE ARE THE STRONGEST! Only us! VENOM!" **_

**BGM End**

Venom grabs his defeated offspring and ruthlessly throws him back into the control room, just as Sonic's group had put MODOK on the ropes. The Hybrid symbiote leaves his unconscious host and lies on the ground as a powerless puddle, much to MODOK's expressive surprise, "NOOOOOOO! How could you have defeated my masterpiece?!"

"Nice try, Mo' Dork." Sonic mocks, while the heroes regroup confronting the scientist.

"It's MODOK!" He exclaimed angrily.

"Whatever." Sonic shrugged.

"Tell us who else is in the Cabal before we shut down your operations!" Blake threatened.

"Fools! I'll never tell you anything!" MODOK retorted.

"Your loss." Frank begins smashing his baseball bat on every computer and control terminal in the control room, causing all of MODOK's symbiotic experiments to blow up and render useless.

"No…NOOOOO!" MODOK yells at his plans for being foiled by the heroes. Thinking quickly, he uses his Doomsday Chair to collect the Hybrid symbiote then opens a portal to escape his ruined lab.

* * *

**Later…**

**BGM-Marvel Ultimate Alliance 3 OST-Losing Control**

SHIELD has finally been contacted into the underground AIM facility, disabling all of their tech and arresting any remaining AIM soliders left in the premise. Nick Fury approaches the young heroes to congratulate them for a job well done. "Nice work, team. But the mission's just begun…" He told them.

"No kidding. Incursions are scattering people across dimensions. Goblin and MODOK are working together. And who knows who else is part of their Cabal?" Spidey remarks on all the crazy stuff that has happened today.

"MODOK mentioned the Cabal's mission is to extract the power of ISO-8 to create a new world. They must be referring to the Universal Seed to create their new universe!" Ruby informs the director.

"And we just helped them collect more energy. Great." Knuckles growled.

"Goblin must've found out about our alliance and decided to form his own composed of the world's most dangerous supervillains. If he managed to convince a madman like MODOK to join his Cabal, we need to take priority stopping them before they create a universe born from absolute evil." Fury replied.

"_**Will we be thrown back to prison now?" **_Venom asked, believing his time as an ally is up.

"No." Blake replies calmly. "With our universes on the collision course to destruction, you're better off by our side than behind bars." She said, making Venom a permeant member of the unified army.

"What's our chances changing this future, Silver?" Sonic asks the time traveler.

"Unsure. These Incursions are affecting both the past and future. But, I'm positive that if we all work together in the here and now, we can avoid whatever grim fate that awaits us." Silver proclaims, something that the rest of the heroes can agree on as they prepare their next move against their new enemy, The Cabal.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Black Cat and Frank West have joined the Ultimate Alliance. Similar to the original, I'll be adding Capcom characters to join this fight as guest characters while the main focus will be on Marvel, Sonic, and RWBY characters. And for those who keep asking, remember, the Marvel Universe in this series is **_**primarily **_**based on Earth-616 from the comics like the Parker House, while things like Avengers Academy is inspired by the New Avengers Facility from the MCU and Ultron from Marvel vs. Capcom. **

**Soccerjam: That's your choice who you think the characters sound like.**

**Next time: Mutants and Faunus!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	64. Vol 3 Issue 14: X-Faunus (Part 1)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! What in the world was Black Cat and Frank West doing at the secret AIM base? Well Frank, I can mostly tolerate. Felicia has a habit of annoying my other girlfriends with her constant flirts towards me. But thanks to them, we stopped MODOK's schemes with the symbiote, and learned about the Cabal. Apparently Goblin's in charge of this one too. Oh goody. As if the Goblin Nation wasn't enough to deal with.**

**BGM End**

* * *

_Vol 3 Issue 14: X-Faunus (Part 1)- Mutants and Faunus_

**Avengers Academy**

**BGM-Sonic Unleashed OST-Apotos (Day)**

'_Another day, another adventure awaiting at Avengers Academy.' _Spidey talks to himself in his own mind, as the amazing webslinger swings onto a roof to overlook the academy and its faculty, watching students receiving useful training from Earth's heroes like Luke Cage and Colossus. _'Training seems to be going well for everyone. Everyone's still amazed they're receiving training from heroes of another world. I probably know what's that like. My adventures in Remnant inspired this program. Studying at Beacon helped me grow stronger. Learning to rely on others when I'm not enough to handle the situation. And thank goodness. I don't think I can beat Goblin on my own this time, not while he's putting together a team of the most dangerous supervillains ever. The Cabal. We learned MODOK's a part of it, but who else? SHIELD's trying to figure that out before it's too late. 'Cause if the Cabal complete the Universal Seed, bye-bye everything.' _He monologues.

Spidey jumps down near the entrance to the facility, wondering how he should occupy himself today when he heard a voice call him out, "SPIDEY!" The webhead turns around to see a beautiful ponytailed girl in a X-Man uniform approaching him with a wave. Walking right behind her is Blake and another woman in an X-Man costume but also wears a small open jacket and her long auburn hair has a streak of white.

Spidey smiles happily, recognizing his friends as he embraces the passionate hug from the ponytailed X-Man, "Kitty! Great to see you again!" He turns to Blake and the other X-Man, "And Rogue. Nice to see you too. Been a while."

"Howdy, Spidey." Rogue smiles, greeting him with her Southern accent.

"Judging from that passionate hug, I take it you and Kitty used to be a thing." Blake deduced he and Shadowcat used to be a couple, much to their ex-couple's blushing embarrassment after they stopped hugging.

"What can I say? I seem to be a magnet for cat-related people." Spidey quipped.

"Yeah, I've noticed." Blake grinned.

"So what have you girls been up to lately at Avengers Academy?" Peter asked his friends.

"Just finished a training session with Rogue. Had no idea how much we have in common." Blake replied.

"How so?" Spidey remarked.

"We both used to be part of a bad group until we gained friends that convinced us to join the good side." Rogue smiled, having developed a friendly bond with Blake since they both used to be part of an evil organization like the Brotherhood of Mutants and White Fang respectively.

"You two do have similarities, and differences. Rogue's more of a party girl while Blake loves partying with her book." Spidey joked. "Happy for you two. So what are you girls doing right now?"

"Me and the X-Men are planning to visit Menagerie pretty soon." Blake answered.

"Really? What's the occasion?" Spidey asked the faunus.

Blake explains, "I've been talking with Professor Xavier and he expressed his interest wanting to help Faunus find peace and harmony with humans, just like how he wants to create a world where mutants and humans live together. Since we're unsure what has happened to Sienna Kahn, the current High Leader of the White Fang, we decided to go visit its former leader, Ghira. He's my father."

"Your father? Didn't know that. Guess I have been friends with a cat princess." Spidey quips with a smile.

Blake blushes from his nice compliment until it faded to a somber frown, "But it's been a while since I left my home, and I've been…a little worried. With these Incursions threatening our realities, if one happens to my world, and we aren't able to stop it before I reunite with my parents…"

"Ah, don't think that, Blake." Rogue touches her shoulder to comfort her. "We'll stop the Incursions and you'll see your folks. Reunited as one big happy family. Trust me." She promises with a cheerful smile.

"Thanks, Rogue." Blake returns a smile of her own.

"Cheer up. Everything will be fine. If you want, I can come with. Who else is exactly coming?" Spidey asked, volunteering to join them to Blake's home.

"There's the four of us now. Professor X. Cyclops. Wolverine. Jean. Storm. Wanda. And Crystal. A meeting between three different species from two different dimensions." Kitty replied.

"Cool." Peter remarked.

"Whaddya guys talkin' about?" Suddenly, Sonic approaches them alongside Blaze with a smiling question.

"Sonic, Blaze, we were planning to visit Blake's home island. Wanna come?" Spidey offered the mobians.

"You bet! I love exploring new worlds!" Sonic smiled.

"I'm not busy with anything else. Sure, I would love to accompany you." Blake grinned.

"Count me in too!" A sudden Sun Wukong approaches the group, much to Blake's surprise.

"Sun?! Where did you come from?" She responded.

"Ah, who cares, let him come. I'm declaring this a field trip. I am co-headmaster." Spidey quipped.

Blake sighs, "Fine." She said, reluctantly allowing Sun to join them to visit her parents at Menagerie.

**BGM End**

* * *

**Later at Menagerie…**

**BGM-Sonic Rush Adventure OST-Normal**

An air horn sounds loudly as a ship arrives at the docks of the island, lowering an offramp to allow passengers to disembark. The town has many small buildings and homes set among dunes and palm trees. While the town bell rings, a bright light suddenly emits from an unnoticeable open spot near the docks, which came from Lockjaw teleporting his friends to the island consisting of himself, Crystal, Sonic, Blaze, Sun, Blake wearing a blindfold for some strange reason, Spider-Man wearing his mask while wearing his street clothes to hide his secret identity, Scarlet Witch in civilian clothing, and the X-Men like Wolverine, Cyclops, Jean Grey, Storm, Rogue, Shadowcat, and Professor Xavier, who are all in their civilian clothing as well.

"We're here! Menagerie!" Crystal announced to the group.

"Thank you, Crystal." Xavier replied.

"And look. The blindfold worked. Blake didn't faint this time." Spidey jokes while pointing his thumb at the blinded faunus.

"No disrespect, but why did we have to use Lockjaw to bring us here?" Blake asks, scowling at Peter while taking off her blindfold.

"Don't you like fast travel?" Spidey quipped.

"We're not in a hurry." Blake proclaimed.

"_You_ were the one worried 'bout the Incursions killing everyone." Peter jokes, walking ahead with the others, while Blake takes some time to glare at him with an annoyed scowl before catching up.

**BGM End**

**BGM-RWBY OST-** **Chapter 5 - Menagerie Pt. 1**

Most of the gang like Sonic, Sun and Wolverine take a moment to look at the town, spotting several Faunus in summer wear meander casually at the dock, some waiting for friends or family among the new arrivals from the ship. The dock is also a commercial area, with mobile kiosks selling food and other wares. Truly, a relaxed atmosphere on a sunny day.

"So, this is your home island?" Wolverine asks his faunus student.

"That's right." Blake answered.

"I've never seen so many Faunus in one place." Sun remarks as they walk through the market area together.

"No kidding." Spidey agreed.

"We have similar islands like this where I'm from." Blaze stated.

"This island reminds me of Genosha. I'm grateful your father isn't anything like mine." Scarlet Witch said to Blake.

"He's not. This is the one place everyone can feel safe, no matter who or what they are." She responded.

"Sure is, uh, crowded, huh?" Sun remarks to the obvious.

Blake silently sighs while her ears droop to his stupidity, "Yes. Yes, it is."

The group continue to explore the town around them, with Sun dodging a Faunus carrying a box, "Is it always so…_cramped_?"

"Well, when you try and take an entire species and put them on an island that's two-thirds desert, yeah, it tends to be cramped." Blake informs the group.

"Two-thirds? You're kidding, right?" Kitty remarked.

"I wish." The Faunus simply responded.

"What! You guys have that much more space? Why waste it? A little desert never hurt anyone!" Sun reacted in shock.

"Unless you're looking for a fight with Apocalypse." Cyclops mumbled.

"It's not like the desert in Vacuo, Sun. The wildlife here is more dangerous than most other regions." Blake said.

"So, they give us a terrible island, in the corner of Remnant, to try and shut us up." Sun summarized.

"That's a pretty good summary, yeah." Blake remarks casually.

"Still better than Genosha." Kitty joked.

"Dang, that sucks." Rogue crosses her arms.

"We try to make the best of things." Blake assures her.

The group pause in their walk to look at the view of the town the road affords. The road they are on goes downhill and to the side, bordered by palm trees and homes that have either canvas or wood roofs. The vista of palm trees spreads out to the edge of mountainous dunes in the distance. Right in the middle of all this is a large house with an open courtyard that the road appears to lead directly to. The house is at least three stories and is the only building in the whole area with a sophisticated roof.

"Whoa…" Sun reacts in stunned awe, while most of the group is also visibly awed by the sight of this large settlement.

"What do you call this place?" Storm asks the huntress.

"This is Kuo Kuana." Blake answered.

Sonic whistles with a smile while staring at this beautiful paradise, "Not a bad place. My kind of vacation spot."

"It's... beautiful. I take it all back. This place looks great! Why would anyone ever want to leave?" Sun expresses interest at the prospect of staying around Menagerie, much to Blake's confusion.

"That's not the point, Sun!" She retorted to him. "We asked to be equal, to be treated just like everyone else! Instead, we were given an island and told to make do. So we did the best we could. We came together and we made a home where any Faunus could feel welcome. But this island, this town, will always be a reminder that we're still not equal." She lowers her face, "That we're still second-class citizens."

"We know how you feel, Blake. All mutants do. It's the same reason why Magneto established Genosha." Xavier responds calmly, earning her attention. "I dream of a world where both species live together in harmony. It's why I founded the Xavier's School for Gifted Youngsters and formed the X-Men. It hasn't been easy. We've had successes and failures, but any dream worth having is a dream worth fighting for. Never forget that." He told her.

Touched and inspired by his words, Blake nods with a little heartwarming smile, replying to the Professor, "I won't. Thank you, Professor." She then looks forward with a little sigh, "Alright, time to go home."

"Where would that be? A cattery?" Spidey joked.

"No." Blake retorts as she gives him an annoyed look, while Sun uses his free hand like a visor to help him peer at the houses.

"Is it that one?" Sun points away from the group while moving his hand to Blake's shoulder and pulls her in. "What about that tiny one down there?" He then points across the group. "I like the paintjob."

Blake takes Sun's intruding arm by the wrist and directing it toward the large house, "It's…that one."

"Figured." Wolverine scoffed, smiling.

Sun stares for a second before pointing his finger at her with a questioning expression. Blake nods. Sun looks at her for a beat before taking his arm off her and stepping back. He covers the sides of his head and crouches a bit, staring wide-eyed at the house and making a comical, amazed noise.

The gang walk up the stone steps to the front door of the house. Blake hesitates when she moves to use the knocker. "What is it?" Jean notices her hesitancy.

"I, um…It's just been a long time since I've seen my parents." Blake replied, looking worried.

"Don't I know the feeling." Spidey remarks sincerely, since he hasn't seen his Aunt May in months while he was stranded on Remnant.

"Well, you came all this way." Rogue said, encouraging her to knock on the door.

Blake takes a quick breath for courage and bangs the door knocker. It makes a loud, heavy, resonating sound on the large door. Sun stares up, stepping back while Blake politely backs away from the door a few paces.

"Okay, if we're being honest, that's kind of intimidating." Sun quips, pointing up at the door.

The group give a start at the sound of the door being opened. Kali Belladonna, a short, female cat Faunus is behind it, looking around at the visitors. Her ears perk and she moves the door out of the way so she can step forward when she recognizes her daughter.

"Blake?" Kali remark in disbelief.

"Hi, mom." Blake awkwardly lifts her arm in greeting.

Kali steps forward and hugs her daughter, "My baby girl."

Blake hesitates, uncertain for a moment, before her face gentles into a smile and she hugs her mother back.

They stand in front of open doorway. From inside the house, footsteps come closer and a shadow falls onto the carpeted entryway. Kali lets go of Blake and turns behind her at the sound of Ghira Belladonna's voice, "Kali? Who is it?" Ghira stand with his hands on his hips, waiting to greet the visitor. His quizzical expression changes to wide-eyed surprise, before his hands, shoulders, and face all fall in a clear, emotional reaction to the sight of his daughter come home. The other heroes sees this and grins, pleased at Blake's welcome as he turns to look at how she's taking it. Blake has her hands clasped in front of her, awaiting her father's reaction. Kali has not let go, with her hands supportively on Blake's shoulder and arm. Ghira says nothing, but smiles, clearly happy. Blake smiles back, relieved. She and her friends exchange sideways glances.

* * *

**Later inside the Belladonna Home…**

Kali sets down her cup on the table, with the heroes and the Belladonnas sharing tea at the square table, sitting on the floor around it while the Belladonna family catches up on what Blake has been doing. "We were horrified when we heard the news. The Kingdom of Vale isn't perfect, but it certainly didn't deserve what happened. Luckily, your new friend, Spider-Man was there to stop it." Kali talks to them about the Goblin Invasion.

"Just doing my job. Goblin is my responsibility." Spidey replied before taking a sip from his tea.

"Oh, we were both so worried." Kali sighed to her daughter.

"Please, I knew she'd be fine." Ghira claimed.

Kali scoffs, "That isn't the slightest bit true. You should have seen him pacing."

"I'd be pacing too if my daughter was living in a city suffering an interdimensional goblin invasion." Kitty quipped.

"You guys have nothing to worry about. I've seen your daughter in action before! And trust me, she's got some moves!" Sun said without thinking in front of the family.

Blake, who was sipping from her cup while Sun spoke, abruptly lifts her head and swallows at his last choice of words. Sonic has his eyes closed, casually scratching his cheek while sweatdropping. And Spidey silently facepalms at the monkey faunus for his poor choice of words. Ghira glares at the young monkey on his right asking, "And what exactly do you mean by that, Mr. Wukong?"

Sun freezes and slowly turns toward his host, "I... uh, well, you see sir, it's just that, you know, that she's such a good fighter and all, uh, and as a fellow fighter, I have a lot of respect for her..."

Kali leans in to her daughter and Kitty to quietly ask, "Why is he here again?" while Sun continues talking.

"...And her fighting. But also for her..."

"Pity." Kitty quipped.

Blake chuckles from the joke, "Pretty much."

"...because of her fighting. Not her looks. I mean, not to say she's not good-looking. She is! Very! Or..."

"I see." Kali accepted their answer.

"...slightly, I mean she's definitely above average. I mean, uh..." Sun struggles for words as everyone watches him and wait for him to either get out of the hole he just talked himself into or keep digging. In the awkward silence, Sun uses his tail to pick up the tea kettle and pour some more tea into his cup, "This tea is really good." He sips, "Heh-uh."

"I like him." Kali remarks, not quite quietly enough for an aside.

"Mom!" An embarrassed Blake retorted.

**BGM End**

**BGM-Sonic Unleashed OST-Gaia Manuscripts**

While some of Blake's friends laugh at her embarrassment, Professor Xavier gently puts down his cup of tea as he's ready to spark a more interesting conversation, "Okay. I think we've sidetracked long enough."

"Sorry, Xavier. Now, you came all this way to talk to me about the relationship between faunus and humans." Ghira replied, interested in this new conversation.

"Indeed. I wanted to provide my own advice improving the relations between the species of this world. After all, we mutants face a similar dilemma back on Earth." Xavier stated.

"What exactly _are _mutants?" Ghira asked.

"Think of us as your interdimensional cousins." Xavier answered. "Mutants are born with an enhanced genome we call an 'X-Gene', granting us unique abilities. Some, if not properly controlled, could lead to disastrous events. That is why I formed the Xavier's School for Gifted Youngsters, a school to help young mutants control their powers and use them for good. You have already met some of my _finest _students, the X-Men." He gestures the Belladonnas to the heroic mutants, who kindly greets them with waves and simple hand gestures. "Thanks to the X-Men, we have made significant progress achieving equality between mutants and humans. Recently, my close friend here, Ororo Munroe, was engaged and married to the Wakanda King T'Challa, making her the most important mutant on Earth and the living symbol of human/mutant relations."

"Oh, I'm so happy for you." Kali expresses her happiness for Storm.

"Thank you. I thank the goddess for blessing me with a man like T'Challa." Storm smiled.

"Congratulations, Ororo. Truly an accomplishment." Ghira smiled proudly.

"As a member of the Inhuman Royal Family, it is my duty to improve the relationship between my species and humans and have often worked as the family ambassador to accomplish that goal." Crystal speaks to the Belladonnas about a similar problem the Inhumans are facing.

"Very proud of you." Ghira said, before turning to Blaze and Sonic, "And what of you two? Princess Blaze? Sonic?"

"I've encountered similar problems in my world and have worked my hardest to maintain balance between all species." Blaze answered.

"Me and the humans on my world are pretty tight. Nothing to worry about." Sonic answers with a relaxing demeanor.

"I see." Ghira responded.

"Even though some of us have made peace with mankind, there are still those who refuse to believe harmony can be achieved and would do everything in their power to ruin that dream." Xavier continued.

"Like Magneto." Wolverine remarked.

"Who?" Ghira asks in confusion.

"Erik Lehnsherr." Xavier answered. "He was once a close friend of mine, but took a more extreme path against prejudice and used his powers to prove mutantkind's superiority by any means necessary." He told the Faunus family.

"I've seen what he's capable of and what lengths he's willingly take to achieve his dream. After all, I am his daughter." Wanda said bravely, stunning both Ghira and Kali.

"His daughter?" Ghira responded.

Wand sadly nods to answer, "Me and my brother grew tired assisting him in his terrorist activities and left him to join the Avengers to redeem ourselves, protecting all species from him and other villains that threaten the planet. I know what my father is trying to accomplish is noble, but he doesn't realize what he's doing won't help anyone."

"I'm sorry to hear that. No daughter should _ever_ go against their father." Ghira said to her, unaware that he's causing his own daughter to shyly look away in depression. He then looks at his new friends and say, "We're thankful you all decided to visit and share your tales with us. Truly, each of you are an inspiration to Faunus everywhere and rightfully deserve to be called heroes. The White Fang could learn a lot from the X-Men. But with Sienna Kahn currently unavailable and a majority of the White Fang under the Goblin King's control, it'll be difficult gaining the same accomplishments."

"Then perhaps it's time for a new brotherhood. A new family for Faunus truly working towards a better world." Xavier recommended to the former High Leader.

"And they'll need a new leader." Kali said, recommending her husband as that new leader, who nods in acknowledgement.

"Let's just make sure the universe isn't totally destroyed by then." Sun quipped, earning another angry glare from Ghira.

"I really don't like you." He stated.

**BGM End**

* * *

**Meanwhile at the White Fang Throne Room…**

**BGM-Mario and Luigi: Dream Team OST-Bowser's Theme**

Adam Taurus sits coldly on his new throne wearing an updated black jacket with red accents, while accompanied by two royal White Fang guards. He waits patiently when he sees two of his newest teammates in the Cabal, the Goblin King and Magneto, approaching him from down the long hall made from stone and bricks and lined with columns.

Goblin laughs while standing near his throne, _**"How does it feel being top Faunus, my boy?"**_

"I ain't your 'boy', Goblin." Taurus responded coldly.

"_**Awww, but if it wasn't for me, you'd still be Cinder's slave and Sienna's lapdog. But now your roles have been reversed, and you are the new High Leader of a more POWERFUL White Fang!" **_Goblin expressed, saying that he helped Adam become the new High Leader.

"And I thank you." Taurus replied. "The new recruits and the ISO-8 has increased the White Fang's power immensely. And with the support of the Cabal, there will be a new world where the Faunus will reign supreme for all eternity."

"You are still young and might require perfect guidance to bring law and order." Magneto responded. "Luckily, I share your pain and hatred for humanity. If you want, I can be your mentor and lecture you on what needs to be done, for both Faunus and Mutants."

"I wouldn't mind that, Magneto." Taurus replied, accepting his offer.

"_**You two ARE pretty similar. He's like a younger version of you." **_Goblin quips, comparing Magneto and Taurus as dimensional counterparts while turning to the mutant with a smile.

"He does remind me of my son in some ways." Magneto responded. "But enough comparisons. MODOK's symbiotes have failed. What is our next objective to complete the Universal Seed?" He asks the Cabal's leader.

"_**Cause as much chaos as possible to gain energy for the Seed. By the time of the final Incursion, the Seed will be complete and the Huntsmen Academies will be destroyed. In the meantime, we must search for the remaining Maidens to steal their power, then we'll go after Salem and finish her off." **_Goblin summarized their plans. Then, he receives a call from his cellphone and answers it, projecting the caller as a digital hologram, who happens to be a goblinfied version of the masked Ilia Amitola, _**"Amitola, report. Is there anything remotely interesting happening at Menagerie?"**_

'_Yes, my king. Spider-Man, Blake Belladonna, and several of their allies have been recently spotted on the island.' _Ilia answered.

"Belladonna?" Taurus immediately stands from his throne after hearing the name of his old partner.

"_**Is this true? Show me evidence." **_Goblin requested.

Ilia nods in acknowledgement, as the hologram changes to a holographic image of the heroes exploring the island. Magneto was surprised when he recognized the image of his rival, Charles Xavier, "Charles? And he's with the X-Men. What are they doing on that island?"

"That island is the home of many Faunus, and their chieftain is Ghira Belladonna, the former High Leader of the White Fang." Adam answers while standing next to his allies.

"Of course. Charles is such a bleeding heart that he wants to 'help' Faunus the same way he believes mutants and humans can co-exist. And with Sienna Kahn under our control, he's going to form an alliance with the next best person." Magneto deduced his rival's plans.

"I will not allow the Belladonnas to get in the way of our new world." Taurus remarked.

"Same with the X-Men. You have no idea how much they've delayed mutant supremacy." Magneto commented.

"_**It would seem we all have a personal enemy in one place, and I know exactly what needs to be done." **_Goblin grins while turning to the hologram, _**"Amitola, stay on the island and keep us updated, until our arrival." **_He ordered before laughing ominously.

**BGM End**

* * *

**Later that night at Menagerie…**

At the Belladonna household, Blake stands on a second story deck outside her father's office while the broken moon shines over the house. Blake stares at her father's door, beside which hangs an empty birdcage, when her mother speaks, startling her, "You know, you can always go in and say hi." She approaches her, carrying with her a tray with a tea set on it.

"I don't wanna bother him." Blake replied.

"A father's never too busy for his daughter." Kali claimed.

"Not all of my friends would agree with you on that." Blake remarked.

Kali kisses her daughter on the cheek and hands her the tray. Blake accepts it, but is a bit taken aback by being handed it. "Here." Her mother said.

"What? Where are you going?" A worried Blake asked.

"_You've _never been very talkative, but some of your new friends like Spider-Man, Sonic, and that other boy _loves_ to run their mouths. I wanna hear more about their adventures, and the adventures of Team RWBY." Kali walks away smiling while intentionally making her footsteps audible for her husband to hear.

"Kali? Is that you, dear?" Ghira calls out from inside his office.

Blake gives a nervous start of surprise when she hears his voice. The tray shakes in her hands, and she lets out a quiet whine. Ghira straightens some paperwork on his desk. The porch door slides open and Blake steps inside. "Uh, hey dad." She nervously greets her father.

"Blake! Well, this is a pleasant surprise." Ghira expressed.

"I…"

"Please, come sit." Ghira stands from his seat, as father and daughter both move to the oversized coffee table and lounge furniture, and Blake sets the tea set at the end where her father sits, "Don't worry, I've got it. Sit down, sit down."

"I don't wanna keep you if you're-."

"Nonsense, I've been cooped up in here all day." Ghira pours some tea for his daughter, put a cube of sugar in the cup nearest her, "You still take sugar, right?"

Blake awkwardly responds, "Oh, actually, uh-."

"Oh! Sorry!" Ghira pulls back nervously.

"No, no no no, it's fine."

"Oh, here, take this one."

"No, really. It's, it's no big deal." Blake takes her cup.

"You sure?"

"Positive."

"Old habits, I suppose." Ghira said, while her daughter takes a sip of her tea and winces with a tiny exclamation of pain. "Might wanna let it cool." He advises her.

"Right." She replies with slight pain in her voice, setting her cup down on the table.

"So…is it…_warm_…in Vale? Or on Earth?" Ghira attempts to make conversation with his daughter and being very awkward about it.

"Huh?"

"It just…seems like your outfit doesn't cover very much." Ghira remarked.

Blake looks down at her revealing outfit and crosses her arms in embarrassment, "It covers plenty."

"I mean, a little more armor might help. Don't you think?" Ghira recommended.

"I'm fine. I don't need armor. I can look after myself." Blake retorted.

"I…" Her father sighs, "I know you can. I'm sorry." He said, setting down his own cup.

**BGM-RWBY OST-** **Chapter 8 - A Much Needed Talk Pt. 3**

Blake's expression saddens, and she looks away bowing her head and asks, "Why?"

"Hmm?"

"Why would you say that?" Blake asked.

Ghira moves to be beside his daughter, going down to one knee and putting a hand on her back, "Sweetheart, what's wrong? What did I say?"

"How can you still love me after what I did?" Blake asks while getting a little teary-eyed.

"Blake…" Her father gets up and sits beside her on the couch, putting his arm around her, "Your mother and I will always love you."

"You were right." Blake responds, getting emotional. "I shouted at you and yelled at you." She looks up at him, "But you were right. I called you cowards!"

Remorsefully, she lowers her head closer to her father. He holds her saying, "It's okay."

"I should have left the White Fang with you and mom." She pulled back. "I should've listened to you, and I'm sorry." She turns away, "I'm so, so sorry."

"Blake, it's fine." Ghira turns her by the chin to look at him and then wiping a tear from her eye with his thumb. "We never held anything against you, and I never feared you would fail. The only thing I ever feared was that you would fall down the wrong path, and I am so proud to see you haven't."

"But I did!" She sniffles. "I was-." She lowers her face again in shame.

"And you pulled yourself out." Ghira stated. "You came back. There aren't many who possess that kind of strength and even fewer that have the courage to face their demons again. Vale, Mountain Glenn, Earth- you confronted the White Fang and their allies time after time." She said some encouraging words to her daughter.

"I didn't do it alone." Blake responded honestly.

"No, you didn't. I'm glad you found friends that will always have your back, and I'm proud of the woman you have become." Ghira smiles as they share a passionate hug.

"Thanks, dad." Blake replies, letting out a single teardrop from her eye while they embrace and reconnect.

**BGM End**

* * *

**Meanwhile in the Living Room…**

"You said you were searching for 'Chaos Emeralds'?" Kali asks Sonic, while everyone else is hanging out in the living room.

"Kinda need them to save the world, but we have no idea where they are." Sonic replied.

Kali thinks to herself for a little moment, "Hmm. Wait just a second." She walks away into her bedroom for a moment, leaving the hedgehog and his friends to wait. Once she returns, she's seen holding a small box, which she opens revealing the yellow Chaos Emerald, shocking everyone. Kali chuckles with a smile, "Are you surprised?"

"Of course we are! That's a Chaos Emerald! Where did you find it?" Spidey asks her.

"Saw it shining at the shore while I was visiting the market yesterday. It was very beautiful, so I thought I keep it since I haven't bought any jewelry lately, but you can have it to save the world." Kali hands the emerald to Sonic.

"Thanks, Mrs. B! You're awesome!" Sonic smiled.

"Now if you only you could hand us embarrassing baby pictures of Blake." Spidey joked.

Kali giggles, "Sure. Just give me a second."

"I'm afraid we don't have time. We have to return to Earth. It's getting late." Xavier politely objected, as the heroes have spent enough time at Menagerie.

"I understand, Professor. Thank you for visiting us today, and thank you all for taking care of my daughter." Kali smiles, formally bowing to her friendly guests. "Spider-Man, can you go gather my daughter and her father before you leave?" She asks the webhead.

"Sure thing." Spidey nodded.

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

As Spider-Man turns around to gather Blake and her father, his Spider-Sense suddenly tingles to immense danger inbound, forcing him to stop and glance around. A danger so powerful and foreboding that even Jean and Xavier felt it with their telepathic powers. "What's wrong?" Sun asks the webhead.

"Spider-Sense tingling." Spidey answered, looking around for the source.

"I sense it too. Something's coming." Jean stated.

Suddenly, everyone was startled when the whole house shook from a sudden explosion that came from outside. "What was that?!" Cyclops asked.

"Smells like trouble!" Wolverine sniffs, popping out his claws.

"Yo, Blake! Mr. B! You two alright up there?!" Sonic shouts to the ceiling.

Lockjaw barks, using his teleportation powers to vanish then immediately reappear with Blake and Ghira by his side. "What's happening?!" Ghira asked in surprise from the sudden explosion.

"Whatever it was, it came from outside." Xavier answered.

Quickly, the heroes switched to their superhero gear before rushing through the entrance hall and barging out the door. Everyone stands together outside the house as they look on in shock to see the island being invaded by a giant Goblin Ship dropping a continuous barrage of Oz Grimm, White Fang soliders, and Cyber Goblins upon it.

"The White Fang?! And the Goblin Nation?!" Blake remarks in shock, horrified to see her childhood home being invaded by the villains.

"I thought most of the White Fang was under Goblin's control, but it looks like they're working together. What's going on?" A confused Spider-Man asked.

"Doesn't matter." Cyclops states while walking in front of his allies. "The island's in danger and the people need our help. C'mon, X-Men! Let's go help our interdimensional cousins!" He declared, touching his visor while standing readily before his allies as they pose dramatically, ready to do whatever it takes to save Menagerie from the Cabal.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Like the original, we're having a mini-arc featuring the X-Men working together with Blake and other Faunus to save Menagerie from the Cabal. **

**Hamm1999: More details on the next story will be revealed after this story is finished.**

**Jufesocar: Don't expect **_**too**_** many Capcom characters in this Volume. Like I stated before, they're more like "guest characters" in this story and I'm only choosing Capcom characters from the Marvel vs. Capcom series that I'm familiar with.**

**Next time: Age of Mutant and Faunus!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	65. Vol 3 Issue 15: X-Faunus (Part 2)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Me and a few friends tagged along with the X-Men to visit Menagerie, Blake's childhood home. Professor Xavier wanted to talk to her father about wanting to help Faunus the same way he wants to help mutants and humans get along. During our stay, the island was suddenly invaded by the Goblin Nation. And the White Fang? I thought they were under Goblin's control. Is Sienna Kahn working with him as part of his Cabal? Something's not right. Nonetheless, the Faunus need help. It's hero time!**

**BGM End**

* * *

_Vol 3 Issue 15: X-Faunus (Part 2)- A Perfect Storm_

**Menagerie, Kuo Kuana**

**BGM-Marvel Ultimate Alliance 3 OST-Under Siege**

It was a peaceful evening at Menagerie, until the island was suddenly invaded by the alliance between the Goblin Nation and the White Fang. A giant Goblin Ship is seen hovering menacingly over Kuo Kuana dropping an endless barrage of terrifying Oz Grimm, ruthless White Fang soliders, and merciless Cyber Goblins upon it.

A Faunus mother is heard screaming as an advanced Goblin Paladin is rampaging through the streets with its rear-mounted rocket launchers and arm-mounted energy guns. "My son! I can't find my son!" The mother shouted, desperately searching for her son through the chaos, but to no avail.

Unfortunately, her young son is locked in the sights of the Goblin Paladin as he drops his action figure in fear of the imposing mech. Before the mech could kill the child with its rockets, Spider-Man is heard swinging into action, "Heads up, your friendly neighborhood Spider-Man comin' through!" He saves the child before he was blasted to oblivion and returns him near his mother, "Hey kid, didn't your mom ever tell you not to play with giant killer robots?" He asks jokingly, only to be ignored as the faunus child to run to his mother's arms. "Apparently not." He joked.

Spider-Man turns around, facing the Goblin Paladin as it locks on its target. But before it could attack the webslinger, it was instantly annihilated by the powerful optic blast from Cyclops. "Spider-Man, assist Menagerie Guard with civilian evacuation!" He ordered the webhead.

"Sure thing!" Spidey remarks before swinging through the invaded island.

Several White Fang soliders suddenly rush towards Cyclops as they immediately fire upon him, forcing him to somersault away, using the momentum to dodge incoming attacks more effectively. He fires a precisely calculated optic beam that ricochets and banks off enemies, striking multiple targets. Several more White Fang goons attempt to kill the X-Men leader by rushing towards him with their swords, only for each one to get knocked down by a hook kick, a strong hook punch, a spin kick and a point-blast optic blast at smoothly executed succession, "How're you holding up, X-Men?" He asked his teammates through their comm link.

Somewhere else in the city, Wolverine roars while violently decimating a small army of Cyber Goblins and Oz Grimm alike with his rapid-slashing metal claws. "Nothin' we haven't handled before, Summer!" He reported to Cyclops.

Sun's near his location as he leaps towards a White Fang to knock down with his staff, then swiftly sweep kicks another and kicking him onto several androids, "Shouldn't the more important question being, 'Why the heck is Goblin attacking Menagerie?!'!" He asked.

In the chaotic sky, Phoenix works together with Storm knocking down as many aerial opponents as they could. Storm's eyes glow white as she calls down several lightning bolts from the heavens to kill flying Oz Grimm like several Sphinxs and Manticores with one strike. Phoenix focuses on her telekinetic powers and causes Skyshark ships to crash into each other, "Wish I knew the answer to that, Sun. Unfortunately, Goblin's mind is an unstable enigma. Nearly impossible to predict his next move." Phoenix replied to the monkey Faunus' question.

On the ground, Scarlet Witch warps in front of the town militia fighting White Fang soliders and blasts a wave of chaos magic to knock the army off their feet. Shadowcat rushes ahead, knocking down more soliders with powerful kicks and punches while charging towards a R.H.I.N.O. mech charging towards her. "Maybe Goblin's after the Chaos Emerald we found." Kitty responds casually, leaping towards the charging mech and uses her phasing power to phase through, kicking the goblin pilot as they both phase out from the inactive RHINO.

Nearby, Sonic uses his super-speed to circle around numerous Grimm and entrap them in a large blue tornado, allowing Crystal to encircle it with her flames, causing the flaming tornado to burst and explode destroying the Grimm in a single shot. "Doubt Goblin knows about the emeralds. He probably found out we're here on the island and decided to greet us with presents." Sonic responded.

"Presents? I like presents. Just wish he didn't send gifts that are trying to kill us." Spidey quips through their comm, smashing White Fang Soliders with a mighty ball of webbing while helping civilians to safety.

On a rooftop, Blake struck down a Cyber Goblin with a single downward swing from her katana. "Whatever the reason for this attack, it's unforgiveable! The Faunus of this island never wanted to get involved in this war!" She said as she is furious with Goblin's sudden invasion on her home.

Next to the faunus, Rogue swings a hard-hitting right hook onto a row of White Fang goons, sending them flying off the roof. "Thought you said the White Fang were infected by Goblin. Why are they workin' together, fightin' their own kind?" Rogue asks the faunus.

"Don't know. Did he form an alliance with Sienna Khan somehow?" Blake wondered.

On the streets, Blaze dashes forward at high speed while emitting a cloak of flames, easily smashing through her enemies before jumping to the air and bounces off a line of baddies as a fiery spinning tornado with highly destructive power. She lands and immediately blasts away Grimm with a powerful fireball, but then quickly notices more goons are being dropped to the city. "I'm afraid all of us are not enough." She remarked.

"The town's militia's out there too." Sun responded.

"Regardless. They're refilling their ranks faster than we can dispose of them." Blaze noted.

"They're all coming from that battleship. If we can destroy that, we'll be fine." Cyclops points to the Goblin Ship dropping goons everywhere.

"Phoenix! Can you give me and Blaze a lift?" Sonic shouts to the psychic mutant.

"Hold on tight!" Phoenix flies down, using her telekinesis to grab the mobians and lift them towards the giant battleship. The Goblin Ship notices them and immediately fires its weapons upon them. Phoenix throws the mobians higher into the air, as Sonic spins and Blaze throws him with a fiery force into the open launch bay of the ship. Sonic lands within the ship, surrounded by variously dangerous soliders as he gives them all a mischievous grin and chuckle before commencing to wreck the ship. As the giant Goblin Ship falls in the direction of the town, Blaze and Phoenix combine their powers and blast the ship with a powerful fire attack, finishing it off.

**BGM End**

The civilians of Kuo Kuana cheer loudly for the heroes saving their home from the invaders. As Blaze and Phoenix use their respective abilities to safely float back to the ground, they are greeted by their friends. "That was AMAZING!" Sun praises the duo for their amazing fire powers.

"But is Sonic going to be alright?" Blake asks in concern.

"He will be." An unconcerned Blaze stated.

Right on cue, Sonic comes bouncing down and lands dizzy and stunned and shakily expresses, "That was so much fun, you guys…"

"Is your life always this excitin'?" Rogue smiles while helping the hedgehog on his feet.

"If I can help it? Yeah!" Sonic answers, as Xavier, Lockjaw, and Blake's parents reunite with the heroes.

"Well done, team. The people of Menagerie are safe thanks to your efforts." Xavier congratulates the heroes.

"You X-Men sure know how to put on quite a show. With the island safe for the moment, we can focus our intentions on deducing Goblin's purpose for attacking the island and why he's aligned with the White Fang." Ghira said.

"Before, Osborn was using the White Fang as guinea pigs for his experiments, when he went under the alias as 'The Professor'. His Goblin Nation was made up of infected White Fang soliders from Vale, along with other criminals. After his empire was exposed, I thought he cut all ties with the White Fang." Spider-Man told the chieftain. "Though it doesn't explain why they teamed up and decided to invade Menagerie."

"I didn't sense Goblin's presence during the attack, but I did interrogate a White Fang solider telepathically and learned some things. Apparently, Sienna Khan was forced to step down as High Leader and someone more _dangerous_ took her place." Xavier informs the heroes.

"Whoever they are, they're certainly making it more difficult for Faunus to get along with other people." Cyclops remarked.

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

"And that's the way it should be. Faunus, or otherwise, should _never _get along with humans." Levitating above the heroes is the menacing Magneto, using his magnetic powers to keep himself floating in midair as well as his new comrades, Adam Taurus and the goblinfied Sienna Khan and Ilia Amitola.

Xavier gasps in shock to see his rival descending from the sky to confront them, "Magneto…"

"Sienna Khan?! And Ilia?! They've been infected!" Ghira notices those two Faunus have been turned into goblins. "And is that…" He turns to Adam beside them.

Blake gives a look at horror when she recognizes her old partner, "No…Adam?"

"Hello, my darling." Adam grins creepily at her.

"Who's he again?" Sonic asks the cat.

"Adam Taurus. My former partner." Blake answered.

"And now the _new_ High Leader of the White Leader." Taurus revealed his new status to the heroes. "Thanks to Sienna _humbly _stepping down after recognizing that I am the true savior for Faunuskind." He taunted.

"Only because she's infected, and under Goblin's control. You and Magneto are part of his new Cabal!" Spidey retorted, deducing that the two villains have joined the Cabal.

"Only to make sure mutants and faunus would not be targeted by his plans." Magneto replied calmly.

"His plans are destroying realities as we speak! Soon there'll be nothing left! Everyone will be dead!" Cyclops retorted, scowling at the magnetic mutant.

"That is true, for humanity." Magneto responded. "But with the Universal Seed, we will create a new universe once everything is dead. We will birth new life into our dream worlds for mutants and faunus respectively. FREE from discrimination, and without your X-Men or the Belladonnas to get in our way." He declared his plans.

"Erik, this is madness! We do not need to fight!" Xavier argued, pleading with his old friend to change his ways.

"Sorry, Charles, but I am ensuring the survival of our race! The time of Homo Superior has come!" Magneto declared.

Wolverine savagely pops out his claws and stands together with his allies against Magneto and Taurus, "Sorry, Erik. You and the kid just ain't gonna win this!"

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Bring Out the Bad Guys**

"Contrary." Magneto takes out his own blue ISO-8 crystal mutated by his Brotherhood of Mutants to enhance his already frightening power. With his magnetic powers, he lifts up the many metallic scraps left behind from the earlier invasion and viciously fires it at the heroes, smashing them a house despite their best attempts to endure the attack.

Just as the heroes recover, they were quickly assaulted again from all angles by Magneto's team, with each member delivering their own type of pain onto the heroes. "Lockjaw, get the Professor and the Belladonnas outta here!" Cyclops orders the inhuman dog, who barks as he quickly teleports them to safety.

Adam focuses his intentions on Blake, as the former partners clash their swords. "Why are you doing this?" Blake asks her former love interest.

"You and I were going to change the world, remember? We were destined to light the fires of revolution!" Adam spins his blade, only for Blake to block it as they stand with their blades locked. "This could've been _our _day! Can't you see that!?" He asks her.

"I never wanted _this_! I wanted equality! I wanted _peace_!" Blake raises her sword, its blade folding into sickle mode, and shoots at Adam, who blocks both bullets with his sword.

"What you want is _impossible_!" Adam sheathes his sword and backhands Blake across her face, knocking her over. "But I understand because all I want is _you_, Blake." She begins to raise her sickle again, only for him to kick it out of her hand, knocking her over once again. "And as I set out upon this world and deliver the _justice _mankind so greatly deserves, I will make it my mission to destroy _everything _you love."

"You need a new hobby." Spidey suddenly shows up with a flying fast kick that sends Taurus flying, smashing him into a house. "Blake, you alright?" He goes to help her to her feet.

"Think so." Blake replied somberly.

"Listen. Don't let his words get to you. He's trying to pull you down to his level. Trust me, I know the feeling." Spidey said, slowly encouraging to keep fighting. "He's wrong, ya know. Humans and Faunus _can _get along. You and I are living proof of that. Remember, you're not alone. You've made friends and created bonds that transcend even dimensions, and we're all willingly to help you out, even if it kills us. Here." He hands his teammate the spider-tracer that contains the Anti-Goblin Serum. "I'm assuming that Ilia girl is also one of your friends. Go help Kitty and save her. I got Magneto Jr. Trust me, partner!" He said confidently.

Touched by his words of encouragement, Blake smiles and nods with her confidence restored, "Got it!" The two friends share a quick fist bump before Blake runs off to help Kitty fight the goblinfied Ilia.

Adam recovered from Spider-Man's earlier attack and notices his former partner running away. "Running away again? Is that what you've become, _my love_? A COWARD?" He shouts at her.

"She's not running." Spidey surprise the High Leader again with a powerful spin kick to the face, knocking him away. "She's being a hero. And I don't think she's interested in you anymore. Go find another cat. If you want, I can give you Black Cat's phone number." He quips, infuriating the hornheaded faunus.

"You…!" Adam prepares to strike the jokester, unaware that he's about to be lunged by Wolverine from behind.

"And me!" The X-Man lunges at the faunus, slashing him away with his claws. "You ain't touchin' the kid!" He declared.

"Awww, you do care for me." Spidey quips, standing next to his mutant friend.

"I was talkin' about Belladonna!" Wolverine retorted, vowing to protect his student, Blake, from her evil ex-boyfriend.

"But you still came to my rescue." The webhead jokes, as the duo confront the furious faunus together, as Adam reveals his own red ISO-8 crystal modified by the White Fang to boost his powers immensely if he wants any hope of defeating his outworldly enemies.

Nearby, Blaze is having a heated battle against the corrupted Sienna Khan. The princess jumps away from her deadly chain whip and throws a fireball, only for the goblin to deflect it with her weapon. She grabs the cat with her whip and slams her to the ground, but before she could whip her to submission, she was knocked away by Sonic's spin dash.

"Spidey gave me the thing to cure her. Let's work together and finish this!" Sonic said to Blaze, showing her the cure for Goblin Formula.

"Right!" Blaze agrees to the plan, as they rush towards Khan.

"You're similar to Faunus and yet to ally with humans? How pathetic." Khan activates the Electric Dust on her whip to deal electrical damage, as she lashes it out on the mobians and miss.

"Humans aren't so bad once you get to know 'em." Sonic quips, assaulting the infected faunus with several Homing Attacks too fast for her to dodge.

"High Leader Khan, cease and surrender." Blaze orders her, while throwing fireballs from the side that forces her to dodge swiftly. "Your body and mind have been corrupted. Though I do not condone your radical actions for peace, you still fight for the idea that Faunus and humans can live as one."

"That is correct." Khan manages to spin kick Sonic away as she rushes towards Blaze. "But the Goblin King has shown me a faster method of achieving that goal, by remaking the world in our image." She lashes her whip, grabbing Blaze's leg and electrocutes her entire body before throwing her to a house.

"You want fast? I'll give you fast." Sonic blitzes Khan with a slide before she could blink, then assaults her with a blinding barrage of kicks and punches that are too fast to parry. Sonic grabs her whip before kicking her towards Blaze, who delivers a fiery punch that destroys her aura and knocks her back to the hedgehog, as he quickly ties her up with her own whip. Once she was immobilized, Sonic attaches the spider-device onto her body to administer the cure. In a few short moments, Khan's green skin and goblin-like body returns to her original dark tiger look as she rests on the ground unconscious.

With Sienna cured, next is Ilia, as she's having a relentless battle with Blake and Shadowcat, who are both wielding katanas. The corrupted Ilia leaps and charges at Blake but her form disappears. Blake then reappears a few feet away behind Ilia. Blake holds Gambol Shroud in a defensive stance, while Ilia begins to attack with the whip form of Lightning Lash. Blake dodges and rolls. She runs around the street as Ilia tries to use her whip to hit her. Blake manages to dodge and block Ilia's attacks, and uses her ribbon to wrap around Ilia's wrist. Ilia is pulled toward Blake, followed up with the latter kicking the chameleon Faunus to the ground. The two then lock blades with each other.

"I am sorry it has to be this way, Blake, but you and your family are holding the Faunus back!" The corrupted Ilia claimed.

"Ilia, please! Goblin and Adam have twisted your mind! Fight off their control! You don't have to do this. This isn't you!" Blake pleads with her friend to fight back against the Goblin's influence.

"Yes. It. Is!" Ilia uses her new goblin strength to overpower Blake and kick her to the ground. "But I guess back then you were just too busy falling for Adam to notice." She claims, confusing the cat. "I was always jealous of the way you looked at him. I wanted you to look at me that way. But we can't always get what we want!" She said, revealing her attraction to Blake.

"And you'll help destroy the universe because of that?" Shadowcat quips, slashing the corrupted faunus away with a single massive strike from her blade. "That's jealously for ya. It's something _every _species shares."

Ilia growls, transforming her blade back to an electrified whip and lashes it fiercely at the mutant. Kitty dodges her strikes and uses her power to phase every molecule in her body to "walk" through the air. As she air walks, Kitty jumps down with a dropkick, only for her to miss because Ilia used her chameleon camouflage in time. "I'm pretty sure camouflaging is one of my moves." She quips, before receiving a surprise attack from the invisible faunus' electric whip.

Ilia re-reveals herself, just in time to quickly evade Blake's shots, "Why did you have to come back?! Why couldn't you just leave?!"

"Because I run away too much." Blake transforms her pistol to katana form.

"You used to see things the way I did! The way Adam did! If no one's going to do anything to stop the humans that attack us, then the only choice we have left... is to attack back!" Ilia furiously lashes more whips at her former friend, only for Blake to continuously dodge them.

Suddenly, Kitty phases through Ilia while taking her whip, then kicks her to the ground as she depletes Ilia's aura. "You're wrong, there's always another choice." Blake said, standing by Kitty's side while approaching her weakened friend. "Ilia…please. You're a good person but you're being forced to make the wrong decisions!"

"SHUT UP!" Ilia shouted.

"Is this really what your parents would've wanted?!" Blake retorted, revealing Ilia's parents are dead because of a mining accident and a catalyst for joining the White Fang.

"I don't know what else to do!" Ilia voice breaks while her eyes start to well up, "I don't know what else to do…Help me…" She sobs, seemingly fighting back against the Goblin Formula.

"The formula's weakening. Now's the time." Kitty turns to Blake, who kneels down and administers the cure to her sobbing friend, curing her of the Oz Formula as Ilia's skin turns original tan and she quietly falls unconscious.

Nearby, after smashing through a house, Wolverine furiously locks his claws against the equally enraged Adam's sword. "Of course Blake is too weak to fight me herself and send her friends to do her fighting!" He taunted.

"Isn't that what friends are for?" Spidey quips, using a web swing to kick the faunus's face and knock him away. "'Sides, it'd be _way _more humiliating to get your ass kicked by your ex-girlfriend." He joked.

That quip enraged Adam enough to activate his Semblance, causing his hair and the markings on his attire and mask to glow menacing red. And with the extra power of ISO-8, he unleashes a massive red energy wave from his sword that carves through the ground towards Spidey and Wolverine, forcing them to jump away as the wave explosively cleaves a house.

"Whoa! That was NOT just from the ISO-8!" A surprised Spidey noted.

"Must be the kid's power. Did you notice? We strike his sword and it absorbs energy, allowin' him to store it and send it back when needed." Wolverine deduced his Semblance.

"So he has a temper tantrum move. Thought that was Yang's thing. That's not something an angsty teenager should have." Spidey quipped.

Adam unleashes another energy wave from his sword, forcing the duo to separate if they wanted to dodge it. Annoyed by his taunts, Adam targets Spider-Man first, using his Semblance to create afterimages to help him attack the webhead. Spidey dodges their attacks with his reflexes while forming a web hammer for a smashing counterattack, only for Adam to perfectly block it with his sword.

"Annoying bug. Blake is wasting her time with you. You're a human pretending to be a Faunus. You're an insult to our kind!" Adam delivers a powerful slash that knocks away the webslinger.

"That may be true. Blake knows I'm not a bug, I'm an _arachnid_. She didn't choose the _brightest _partner, did she?" Spidey mocks his enemy, who was infuriated enough to unleash another massive blade beam at him. Spidey easily jumps away while grabbing Wolverine with his webbing, then fiercely throws him towards Taurus while he pops his claws.

Adam sees Wolverine coming a mile away and swiftly impales him with his sword, seemingly killing him. Adam scoffs with a grin, until he was surprised to hear Wolverine growl and is shocked to see he's still alive, despite being impaled in midair. "It'll take a LOT more than that to kill me, bub!" Wolverine states, as his healing factor is already doing its magic keeping him alive. With his unbreakable claws, Wolverine slashes down on Adam's sword, easily destroying it and disarming him of his important weapon. With a loud roar, Logan tears through his vulnerable victim with multiple savage attacks, whipping up a makeshift whirlwind that sends Adam to the air before Logan slashes straight through him with a powerful one-hit slash, obliterating Adam's aura and leaving him on the ground severely weakened. "That'll learn ya…Punk." He mocks his defeat.

With Adam practically defeated, all that's left is Magneto. Cyclops leads a squad consisting of himself, Phoenix, Storm, Scarlet Witch, Rogue, Crystal and Sun as they unleash everything they've got against the master of magnetism's weakening force field. "It's working! Keep pouring it on!" Cyclops orders his team.

"I grow _weary _of this battle…" Magneto effortlessly lifts several crashed Skysharks and hurls them at his enemies, leaving them devastated by their tremendous force.

"Ice Storm!" Storm bombards her foe with shards of ice, which he easily shatters with an electromagnetic beam from his hand, blasting Storm off the air.

Rogue sneaks up on Magneto, flying at his blind spot and delivers a series of punches before she was quickly trapped in a sphere of electromagnetic energy and metal. Magneto then closes his fist, causing the energy sphere to condense, crushing Rogue within while he laughs then declares, "You are defeated!" before letting her drop to the ground unconscious.

"Enough of this, father!" Scarlet Witch barrages her father with powerful hex bolts, strong enough to smash him through several trees. Magneto recovers, however, and flies towards his estranged daughter.

"You've grown, Wanda. There is still time for you to join me in the new world. Together, we will forge a new future for mutantkind!" Magneto attempts to persuade his daughter to join his cause.

"I will always love you, father, and one day I hope you understand. But know while I live, and until I die, I am an Avenger!" Wanda declares herself, while conjuring up immense chaos magic in her hands and unleashes it as a gigantic energy beam towards her father. Magneto uses his ISO-8 to the max, creating his strongest magnetic forcefield to protect himself, but it's slowly showing signs of cracking.

"Together, team!" Cyclops shouts, unleashing his strongest optic blast to work in unison with Wanda's blast. The remaining members of his squad perform similar actions, as everyone works together to weaken Magneto's defensives.

"Impossible…" Magneto grunts excruciatingly, as the heroes put in one last push in their attacks and shatter his defensives, overpowering the mutant overlord as they knock him out of the sky.

**BGM End**

A defeated Magneto crashes in front of the Belladonna household next to the defeated Adam, who's clenching onto his right arm while sitting on his knees. The heroes regroup with one another, with Ilia and Sienna Khan finally waking up after being cured of the Goblin Formula. "Ilia, you're awake. Are you okay?" Blake asks her sincerely.

Ilia groans, blinking her eyes as her vision slowly returns and she weakly stares at Blake holding her. "Blake…Is that you? What happened…? Feels like I was trapped in a nightmare." She said weakly.

"Don't worry. Soon it'll be all over." Blake assures her friend with a smile, who smiles back kindly.

Sienna also groans while recovering on the ground, as she is being greeted by Blaze, "High Leader Khan, are you feeling okay?"

"I'm fine. Thank you." Sienna replied while standing. "Everything's a blur. The last thing I remember was Adam and the Goblin raiding my throne room. How did I return to normal?" She asked.

"Spider-Man created the cure. He's also human, which makes him a shining example of how awesome humans can be." Sonic grinned, gesturing to the webhead who created the cure that healed Khan and Ilia.

"Sup." Spidey greets the healed faunus casually.

Wolverine stares at the defeated Magneto claiming, "Game's over, Erik. Time to call it quits."

Magneto scoffs in annoyance, refusing to believe he has lost. Adam snarls, while also refusing his embarrassing loss to a jokester like Spider-Man, "The ISO-8 wasn't enough. We need more power…"

"Real power doesn't come from ISO-8 or taking advantage of others. It's about having friends that believe in you and working together as a team, no matter who or what they are. I'm sorry that you didn't learn that until now, Adam." Blake glares at her former partner, who seethes with rage from being mocked.

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

"_**AAAAHAHAHAHA! You just gave me a great idea, kitty!" **_A sudden familiar cackle captured everyone's attention, as they look up to see the grinning Goblin King standing on the roof of the Belladonna home.

"Goblin?!" Spidey expresses surprise from his sudden appearance on the island.

Goblin chuckles sinisterly while staring down at the heroes, _**"Quite an alliance you put together, Spider-Man. I'm seeing familiar faces thrown in the mix. Along with that blue rat you're keeping as a pet."**_

"I'm no pet, and I'm _definitely _no rat! I'm a HEDGEHOG! All that craziness must be blinding your vision!" Sonic retorts, clearly annoyed being insulted as a rat.

"_**Ah, but I can see clearly, that the Universal Seed is filling up quite nicely." **_Goblin taunts the heroes with the immensely dangerous artifact he's holding in his hand. _**"Your battles with Magneto and Taurus helped plentiful. It might've cost me Khan and Amitola, but they're insignificant, and easily replaced." **_He grins while mocking them, enraging the two faunus. _**"The Seed is growing. New tricks are being revealed to me. Taurus. You wanted to become stronger? Allow me to help you and Magneto unlock your full potential. We are teammates, after all. And your ex-girlfriend claims that's where real power is from, so let's experiment, if you say the magic word." **_He goads the faunus overlord.

"Just do it!" Taurus shouted.

"_**Close enough." **_Goblin quipped._** "I hope everyone on the island is watching. You don't want to miss this." **_He cackles while raising the Universal Seed as high as he could into the air, allowing it to emit a bright blue light that blinds the heroes.

Suddenly, Magneto is converted to a sphere of red energy, while Adam is converted to a sphere of black energy. The two spheres circle around each other in a spiral rotation while they fly high into the sky. They appear before the broken moon shining over the island before merging, emitting a more blinding red-and-black light that blinds everyone on the island, including the Belladonnas and Xavier.

"_**I hope you you're watching this, Xavier. You might recognize this creature." **_Goblin chuckles sinisterly with a foreboding tone.

Using the Universal Seed, Goblin has successfully warped reality and merged Magneto and Adam Taurus into something more. Something monstrous. Something hauntingly familiar, as the merged entity drops from the sky and lands in front of the heroes while towering over them as a 10 feet menace. The terrifying entity greatly resembles Magneto, except his armor is red and black, and it's hard to see his face, only his glowing red eyes.

From afar, Xavier senses the merged entity and is left horrified as he whispers, "No…"

At the main battlefield, Spider-Man is left utterly horrified like everyone else in his group as he too recognizes this villainous entity, "Oh no…Is…Is that…?"

"Onslaught." Cyclops confirms, while they all stare helplessly at the newly-reformed Onslaught, the sentient merged entity of Magneto and Adam Taurus as the creature glares at his enemies with his terrifying red eyes.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: And here we have the introduction of Onslaught. Anyone familiar with X-Men lore (or played Marvel vs. Capcom 1), he is the sentient psionic entity created from the consciousness of two extremely powerful mutants: Professor Charles Xavier and Magneto. The original Onslaught and this new Onslaught are based on his counterpart from Marvel vs. Capcom 1, meaning it'll require the power of heroes from multiple universes to defeat him.**

**Hamm1999: I have zero interest in Ghostbusters, so no.**

**Next time: Assemble the Ultimate Alliance! Defeat the mighty Onslaught!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	66. Vol 3 Issue 16: X-Faunus (Part 3)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Magneto and Adam Taurus are also members of the Cabal, only working with Goblin to ensure the survival of their respective species. Not the best excuse to invade a whole island of Faunus and help the madman destroy the universe. We still beat 'em and cured Ilia and Sienna Khan of their goblin problem, but then the actual Goblin showed up and made things a whole lot harder by using the Seed to merge Magneto and Taurus and recreate Onslaught, Xavier's greatest failure and our nightmare!**

**BGM End**

* * *

_Vol 3 Issue 16: X-Faunus (Part 3)- Onslaught Unleashed_

**Menagerie, Kuo Kuana**

**BGM-Shadow the Hedgehog OST-My Perfect Plan**

The Goblin King stands atop of the Belladonna household with his arms crossed while having a malicious grin plastered on his face, because of what he just created. Using the reality warping abilities of the Universal Seed, he has merged Magneto and Adam into a super-powerful entity known as Onslaught. His mere presence alone spreads absolute fear throughout the island and its inhabitants, while he is confronted by Spider-Man, Scarlet Witch, Crystal, Blake, Sun, Ilia, Sienna Kahn, Sonic, Blaze, and the X-Men.

"Onslaught?! He recreated ONSLAUGHT?! I-I-I hate this guy!" Spidey expressed.

"Don't we all?" Shadowcat quipped.

"Can anyone explain to the non-Earth people who this guy is and why we should be terrified?" Sonic casually asks the heroes of Earth for a briefing on their new adversary.

"His name is Onslaught." Jean answered. "Originally, he was the living embodiment of the dark emotions repressed by Professor Xavier and influenced by Magneto after an accident. Magneto's anger for humanity merged with Xavier's psionic powers, creating this psychic entity that wants nothing more than conquest and destruction. We beat him before, and we thought that was the last we saw of Onslaught. Apparently not. This creature is nothing more than Xavier's greatest failure." She briefs everyone on Onslaught's history.

"I had no idea…" Blake remarks with a somber demeanor.

"_**But Xavier isn't here right now, so I had to compromise." **_Goblin speaks up with a sadistic grin. _**"Upon Adam's request, I used the Seed to alter reality and merge him with Magneto to recreate Onslaught with all his might. Without Xavier's weak-willed mind, he is nothing more than hatred incarnate. The ultimate fused lifeform, fueled by anger and destruction!" **_He described.

"_**You so-called heroes thought you defeated me before. But now I have returned to this plane of existence to finish what I have started." **_Onslaught said with an imposing voice that sounds unlike Adam or Magneto at all.

Goblin laughs, _**"Show this dimension what you can do, Onslaught. Destroy these fools and wipe this island off the face of the planet!"**_

"_**Do not tell me what to do." **_Onslaught calmly retorts, showing some defiance.

"_**Showing your rebellious side already? That's what happens when you merge with an angsty teenager." **_Goblin quipped. _**"Just give me a good show. I'll be watching the destruction from afar!" **_He cackles maniacally, before teleporting himself out of the island while leaving Onslaught with the mission to destroy it.

**BGM End**

**BGM-One Piece: Pirate Warriors 4 OST-The Real Strongest Creature**

Suddenly, dark clouds form in the sky as it cracks thunder and strikes lightning around the island. Onslaught ominously walks towards the heroes while saying, _**"Mutants. Faunus. I am their ultimate amalgamation that transcends our two worlds. My will is absolute; imposed upon all." **_He manifests Adam's sword to wield in his right hand, imbuing it with electromagnetic energy. _**"Know my name and fear it! I AM ONSLAUGHT!" **_He unleashes a devastating burst of magnetic energy that knocks back the heroes and obliterating the surrounding homes, consuming the debris as they encircle around his floating magnetic forcefield that's protecting him.

Cyclops stands side-by-side Blake as they glare at their ultimate nemesis. "We've beaten you before, Onslaught, and we'll do it again! We're not allowing the people of this island to suffer any longer! To me, X-Men!" He declares, as the rest of the heroes back them up and are looking ready for their biggest battle yet.

"_**Judgment has been passed! No one is worthy!" **_Onslaught swings his sword downward to unleash a giant, razor-sharp energy blade that would've sliced the heroes into two if they didn't dodge in time, allowing the energy slash to carve a deep fissure across the entire island.

"WHOA! Did anyone else see him carve a trench across the island?!" Sun remarks, horrified by Onslaught's monstrous power.

"We saw. Focus on stopping him from destroying the entire island!" Crystal barrages the merged monster with fireballs, which are effortlessly deflected by his magnetic forcefield while he hovers casually in the air.

Rogue flies towards him, prompting him to thrust his hand forward as he fires his magnetized debris at her. It's not enough to stop Rogue as she continues flying towards him, smashing the thrown debris in her way with helpful assistance from Cyclops, Sonic, Blake and Wolverine destroying them from afar, allowing Rogue to punch Onslaught's forcefield, knocking him slightly backwards. His forcefield is still up, prompting Scarlet Witch and Phoenix to shatter it with an immensely powerful blast, quickly giving Storm the chance to summon a devastating lightning bolt from the sky to slam the entity down with such destructive force.

Frighteningly, Onslaught stood up from the powerful attack completely calm and unscathed. _**"Pitiful. Witness the might of Onslaught unleashed!" **_He mocks them of their efforts to hurt him, before unleashing a powerful energy beam that blast most of the heroes across the streets.

"Think it's time I put on the Iron Spider." Spidey lands near Blake as he presses on his Webware, instantly releasing the billions of nanobots stored inside to cover the webhead in his upgraded Iron Spider Armor in seconds. **"Luckily, my new nanotech armor can be stored inside my Webware. So convenient." **He remarked.

"You sure you want to wear that against a guy who can _literally _control metal?" Blake questions his terrible decision to wear his metallic armor.

"**How else am I gonna test out my experimental Anti-Magnetism shield?" **Spidey quips while shapeshifting his hands into energy cannons, firing powerful beams of repulsor webbing that are near ineffective against Onslaught alone. **"'Sides, Onslaught has psychic powers. He can lift the entire island and use it as a baseball." **He joked.

"Though he is still a being of pure psychic energy behind that armor, his psionic abilities are greatly weakened without Xavier. Nonetheless, do not take him lightly!" Phoenix stated, telekinetically lifting up large chunks of the surrounding terrain, then hurls them at Onslaught with crushing force that makes him flinch.

'_Team!' _Xavier contacts the heroes telepathically.

"Who said that?!" Ilia remarks in surprise by the mutant talking inside her head.

'_Calm down. I'm Professor Xavier, and I'm aware of the situation and have contacted reinforcements. Hold off Onslaught until they arrive.' _Xavier ordered.

"**Good, 'cause we needed heroes from Frank's universe to beat this guy." **Spidey quipped.

"We'll do our best, Professor!" Cyclops replies, while firing his optic blast at the annoyed Onslaught.

"_**You will not defeat me with this weak rabble. Give up and perish before me!" **_Onslaught charges fast towards his enemies as a destructive flaming projectile, brutally knocking down anyone who was foolish enough to get in his way, like Ilia and Blake.

"Ugh. Didn't think this is how our reunion would turn out." Ilia grunts in pain, speaking to Blake from the rubble while standing next to her.

"I'm just happy you're back to normal. Let's work together like old times and save Menagerie." Blake smiles at the chameleon, who returns a smiling nod before they charge together to assault Onslaught with everything they have.

While hovering above ground, throwing relentless fireballs, Blaze notices Sonic getting knocked back towards her area after getting smacked by Onslaught. "I never faced a powerful entity like Onslaught before. Do you think it's time I use the Sol Emeralds to transform?" Blaze asks the hedgehog.

"Not yet. Save that as a last resort. Reinforcements are on their way. Keep him busy while I charge up a Light Speed Attack!" Sonic ordered.

"Got it!" Blaze responded.

While Sonic revs up a Spin Dash to charge up his Light Speed Attack, Blaze leaps towards Onslaught and tackles him with a fiery spin attack. She quickly bounces off his armor and spews deadly flames from her hands, attempting to consume him while he fights back against the combined assault of Wolverine, Rogue, Shadowcat, Sun, Ilia, and Spider-Man. _**"Surrender all hope. Your weakness will not save your future!" **_Onslaught devours the assaulting heroes into a deadly implosion of magnetic energy, then uses some debris to create a deadly whirlwind of razor-sharp metal that grinds them away from his sight.

Sienna lashes at the merged entity with her powerful whip while saying, "I will make you beg forgiveness for trying to usurp me, Adam!" before allowing Crystal to unleash a single, but devastating tornado that combines all the elements to collide with the villain.

"_**I am neither Adam nor Magneto! Now and forever, I am Onslaught, and you will just be a forgotten memory!" **_Onslaught was able to disperse the elemental tornado with a single swing from his blade.

"And I don't care!" Sonic quips as he finished charging up his Light Speed Attack. The blue hedgehog charges at Onslaught at the bursting speed of light with powerful Homing Attacks from too many angles that are way too fast for even him to block, while the hedgehog keeps taunting him, "C'mon, c'mon! Try to keep up!" Suddenly, Onslaught teleported away from one of his light speed attacks, "What? He can teleport? That's totally unfair."

"_**Nothing is fair in war, rodent." **_Onslaught appears before him, channeling magnetic energies into the ground, releasing a series of powerful energy columns that knock the hedgehog away from him with great force.

Suddenly, Onslaught was blinded with webbing as Spider-Man flies towards him at rocketing speeds. **"So it's fair for me to do THIS?" **He quips while activating his X-Aura, delivering a brutal flying kick onto his face, bouncing off and quickly slamming him to the ground with a large web hammer, then performs several backflips to gain distance and unleash devastating repulsors from his palms and waldoes that slide the villain backwards as he got up. The webhead unsheathes his stingers, imbuing them with his aura quipping, **"This will make a great story! Hold that pose!" **before dashing forward and barrages the villain with fierce slashes.

"_**Insignificant spider…" **_Onslaught uses his sword to easily deflect Peter's attacks. _**"Prepare to be squashed!" **_He remarks while preparing to impale him.

"**Don't you mean stabbed?" **Spidey quips, quickly jumping away from being impaled.

Before Onslaught could have another chance to attack Spider-Man, he was quickly blasted away by cosmic flames shaped as a giant screeching phoenix fired from Phoenix. "Knew I sensed a mystical entity living inside your psyche." Jean remarks on The Other bonded to Spider-Man, confirming her suspicions of its existence after sensing it through the activation of his X-Aura.

"**Would've preferred being bonded to the Phoenix Force, but that's your disaster in a body." **Spidey quipped.

Onslaught grunts in annoyance, recovering Phoenix's attack and returns the favor by unleashing a devastating beam of electromagnetic force that blast the duo back to the rest of the heroes. "Any idea when that backup is gonna show up?" Sun quipped.

"He's not slowing down. His armor is impervious to most physical attacks. We won't win like this." Blake noted.

"I might have an idea." Phoenix remarked. "It's like I said, at the core, Onslaught is composed of pure energy. If I focus my psychic powers, I should be able to weaken him." She hypothesizes.

"Let me lend you my chaos magic to strengthen our chances, but we'll need time." Scarlet Witch stated.

"Then we'll give it to you! Keep Onslaught at bay as long as we can, people!" Cyclops leads the squad as they charge headfirst towards the mighty psychic entity.

Scarlet Witch stands behind Phoenix while charging her up with chaos magic. Phoenix projects the increase to her power into a concentrated sphere of vast psionic energy in her palms. Meanwhile, Onslaught temporarily warps reality to summon a Sentinel to tackle his foes multiple times while also summoning two mini-Sentinels that drop bombs on them.

"He's summonin' Sentinels!" Wolverine shouts, while getting blown away by the explosions.

"**I hate reality-warping powers! Why not warp ice cream?" **Spidey quips while dodging bombs.

"Anytime, ladies!" Sonic hurries them up while quickly demolishing the Sentinel.

Thankfully, their friends bought them all the time they needed, as Wanda finished charging up Jean's power. "Finished!" She stated. Mentally targeting at Onslaught's energy form within his armor, Jean fires a tremendously powerful psionic blast right at him as he least expects it. The second Onslaught noticed the attack, it was too late. He screams in agony as he his hit by the blast, exploding with a bright light that blinds everyone for a few seconds.

**BGM End**

Once the heroes' vision returned, they at the spot where Onslaught was and notice he has disappeared, seemingly destroyed. "Is it over?" Blake asked.

"No. It's not over yet. I can still sense him." Phoenix answered, sensing that Onslaught is still alive somehow.

"_**Now…BEHOLD MY MIGHTY HAND!" **_Onslaught's loud voice startles the heroes, but they have no idea where it's originating from.

Suddenly, the island was hit with a frightening earthquake that causes rocks to fly out of the fissure Onslaught created earlier with his sword. Rising from the fissure to confront the heroes is Onslaught, revealing himself in a much larger, more monstrous form that discards his helmet and shows the world his frightening skull-like head with fangs.

"He grew?" Sienna remarked in shock.

"I guess it's not gonna be that easy." Sonic noted.

**BGM-Marvel vs. Capcom: Clash of Super Heroes OST-Theme of Onslaught II**

"_**NO ONE IS SAFE!" **_The much larger Onslaught unleashes a humongous energy beam from his mouth at the heroes, which was quickly blocked by Phoenix creating a large flaming orb to protect the team.

Phoenix grunts profusely, as she doesn't know how long her flaming barrier will last while Onslaught continues pouring it on. "Starting to question what's taking so long with that backup…" She remarks, wondering when their reinforcements will arrive.

"_**I HAVE LET YOU INSECTS LIVE LONG ENOUGH. IT IS TIME I KILL THE DREAM." **_Onslaught prepares one final push to break through Phoenix's defensives and kill the heroes, but before he could accomplish that, the sound of a familiar roar got his immediate attention.

"HULK SMASH ONSLAUGHT!"

Suddenly, Hulk leapt through the air and smashes Onslaught in the face with his incredible strength, knocking him down while saving his friends from his wrath. **"Booyah, it's Hulk!" **Spider-Man happily remarks to see his favorite smasher to their rescue.

As Onslaught gets up, Hulk immediately goes on the offensive as the rest of the Ultimate Alliance finally arrived to the island to stop the merged villain's rampage. "Save some for me, Jolly Green!" Thing shouts, while rushing to join in on the clobbering.

"Onwards, comrades, to VICTORY!" Colossus also runs alongside other heroes on the massive assault on the monstrous Onslaught.

"Who are these people?" A stunned Ilia asks Blake about the arrival of these costumed heroes.

"Friends." Blake answers with a smile.

"Guys! Are you okay?" Tails shouts, as he, Knuckles, Team RWY, and some other heroes approach Spider-Man's group.

"We got here as fast as we could when we heard about an Omega-Level Threat on Menagerie, so we decided to tag along." Ruby told her friends.

"**Yup. That's the threat." **Spidey casually points to the giant Onslaught. **"His name's Onslaught. Sweet guy that wants nothing more than to destroy the world." **He joked.

"How did a simple visit to Blake's home escalate to THIS?" Weiss glares at the joking webhead.

"**This is what happens when you combine my bad luck with a black cat's." **Peter quipped.

"Do we have any way to stop Onslaught? He's become nearly unstoppable." Blake asks the reinforcements.

"There's one way." Captain America answered.

"Spider-Man, hold this." Mister Fantastic hands him the green Cosmic Emerald.

"A Cosmic Emerald? What do you want me to do with this?" Spidey asked.

"Synchronize its energies with Sonic's Chaos Emerald and Blaze's Sol Emerald to warp the fabric of reality on Onslaught's armor, penetrating it to disrupt his energy form and allowing Phoenix to psychically separate the fusees from each other." Reed explains to them the plan to defeat Onslaught once and for all.

"So basically what Phoenix and Scarlet did earlier but on a grander scale. We can do that." Sonic grins, taking out the yellow Chaos Emerald from his quills.

"We'll hold him off. Get into position!" Captain America orders as everyone runs off to perform their respective tasks.

Meanwhile, a roaring Hulk lifts up a humongous chunk of debris and hurls it at Onslaught, staggering him. "Aim for his head!" Captain Marvel shouts, flying around and blasting at his vulnerable spot. Onslaught grunts, moving away then quickly reappears using his charging claw attack, swiping Carol out of the sky. Suddenly, Shadow blitzes onto Onslaught's face with a Spin Dash, bouncing off to unleash several Chaos Spears while Iron Man flies around assaulting the giant with a barrage of missiles. As Thor rockets down, hitting Onslaught's face with his hammer, Nightcrawler teleports himself, Qrow, Tails, and Knuckles to attack other seemingly vulnerable sections of his armor. Iceman and Weiss freezes the giant's legs to prevent him from moving whilst Hawkeye, Black Widow, Human Torch, Team JNPR, and Team RBY are doing their best attacking his face from a distance.

"_**SUCH INSIGNIFICANT CREATURES." **_Onslaught remarks from their annoying assault. _**"I WAS FORGED WITHIN THE CRUCIBLES OF HATRED. THIS WORLD WILL TREMBLE FROM MY MIGHTY HAND. REALIZE YOU ARE BEATEN, AND JOIN THE RANKS OF THE FALLEN!" **_He threatens firing a plethora of deadly mind blasts from his forehead that scatters the grounded heroes.

**BGM End**

**BGM-One Piece: Pirate Warriors 4 OST-Gear Four**

Meanwhile, Spider-Man hovers above a rooftop across from the fighting while Sonic stands on his left and Blaze stands on his right. Phoenix is standing near them as she telepathically tells Steve, _'We're in position, Captain.'_

'_Good. Onslaught's distracted. Now's the time.' _Steve replied.

"Ready to fire…" Blaze takes out her purple Sol Emerald, as the other two whip out their respective emeralds. All three wielders stand united while charging up their emeralds simultaneously with colorful power.

Back on the battlefield, Dr. Strange descends to a rooftop as Captain America speaks to him, "Doctor Strange, can you restrain-?"

"Of course, Captain. He's within my grasp." Strange summons the Crimson Bands of Cyttorak, binding the monstrous Onslaught with seals made of a facet of Cyttorak's indomitable will.

"_**THESE CHAINS WILL NOT HOLD ME!" **_Onslaught proclaims, struggling to break free from them.

With Spidey's squad, Blaze concentrate her thoughts on her Sol Emerald while Sonic focuses on his Chaos Emerald, as Spider-Man centers his attention charging his Cosmic Emerald to max power. Together, they converge their respective energies all in a singular spot in midair, forming a large multi-colored energy sphere.

"NOW!" Captain America shouted.

"HAAAAAA!" The emerald trio unleash their gigantic rainbow energy beam at the restrained Onslaught, who took a devastating direct hit while painfully trying to endure the blast with all his strength.

"_**GAAAAAAAAAAAH!" **_Onslaught roars, as the reality-warping power from the emerald beam is distorting his armor and disrupting his energy form trapped behind it.

"This is it!" Jean announces, engulfing herself in a flaming phoenix-shaped aura through the power of the Phoenix Force. Focusing on all her psychic power at one point, she starts telekinetically ripping apart Onslaught's weakened energy form, causing him great pain. Then, with a simple outward thrust of her arms, she manages to separate Magneto and Adam Taurus out of his body.

"_**NOOOOOOooooooo…" **_Onslaught screams as his body dissolved into nothing, thus saving an eternally grateful Menagerie from his rampage as the Faunus civilians cheer for the Ultimate Alliance for saving their home.

**BGM End**

Magneto and Adam lie down on the ground completely unconscious, and would probably have trouble remembering anything while being merged into Onslaught. The Ultimate Alliance regroup from across the unconscious terrorists looking all proud that they defeated Onslaught.

"Yeah! We beaten Onslaught!" Ruby cheered.

"**Combining the power of three different Emeralds from three different universes. Now that's a team move." **Spidey commented.

"Ah yeah!" Sonic smiles, sharing a fist bump with the wallcrawler.

"SHIELD will be here in a few minutes. We'll take Magneto and Taurus into custody and help clean up the island." Captain America informs the heroes.

**BGM-Marvel Ultimate Alliance 3 OST-The Black Order**

Suddenly, a cosmic blue light emits behind the unconscious terrorists, capturing the heroes' worried attention as appearing from it is the frightening presence of the other members of the Cabal, consisting of MODOK, Madame Hydra, Ultron, Baron Mordo, and the grinning Goblin King himself that leads the team. "Sorry Captain, but I'm afraid you're not going anywhere with our associates." Madame Hydra taunts him with her smile.

"Viper?" Steve remarks in calming shock to see her a part of the Cabal.

"**Ultron and Baron Mordo?" **A shocked Iron Man remarks, recognizing the remaining members of Goblin's team.

"_**Yes, Stark. Allow me to introduce you to MY ultimate alliance. The Cabal!" **_Goblin introduced, while standing before his teammates.

The heroes get into battle position while Spidey quips, **"Fancy team you put together, Gobby. Surprise they're taking orders from a maniac like you."**

"_**We're ALL equals under the threat of total universal annihilation." **_Goblin quipped.

"A threat in which _you _caused." Blake retorts, glaring at the monster.

"_**Don't worry, kitty. It'll all be over soon and we'll never have to meet again." **_Goblin remarks grinningly. _**"The Incursions were going to threaten us sooner or later. It was predestined the moment Earth was hit by The Pulse. But thanks to me, we possess the only key to our survival." **_He shows them the Universal Seed. _**"Too bad you won't live to see our new universe." **_He said forebodingly.

"The Universal Seed will soon be finished. The ones who will complete it will be none other than us!" Baron Mordo proclaimed.

"Not unless we stop you. You've caused enough destruction on our worlds." Captain America declared.

"**You want to protect the **_**world**_**,****but you don't want it to **_**change**_**." **Ultron mocks the heroes. **"How is humanity **_**saved**_** if it is not allowed to evolve? You are all just puppets. There is only one path to peace…The heroes' extinction." **He claimed. Thor immediately throws his hammer at the Cabal, only for them to quickly warp away along with Magneto and Adam, leaving the heroes with the lingering thought that their war against the Cabal is far from over.

**BGM End**

* * *

**Later…**

With the help of SHIELD and the Atlesian Military, repairs to Kuo Kuana are going smoothly. The damage was severe, but with the heroes and civilians working together, peace should return to Menagerie relatively soon. While Ironwood oversee the arrest of the White Fang soliders that helped invade the island, Fury approaches Captain America, Sienna Khan, and Blake's parents.

"Menagerie should return to normal pretty soon. Sorry for the mess Onslaught caused, Chieftain." Fury apologizes to Ghira for Onslaught's actions.

"That's quite alright, Director. I'm just glad everyone survived relatively unharmed." Ghira replied.

"Thank you for everything, Captain America. The people of this island will never forget your team's heroics." Kali smiles at the Avenger.

"You're welcome, Mrs. Belladonna. Just wished we done more to apprehend the criminals who nearly destroyed your home." Steve replied.

"They'll show up again, now that we know who's a part of the Cabal." Fury remarked.

"With the Cabal and these Incursions at play, no one is safe until they have been dealt with." Ghira stated. "To think Adam Taurus was partially responsible for these attacks. His actions not only tarnished the reputation of an organization originally created to bring peace and equality to all, but to our entire race. With each day that man remains unpunished, it becomes increasingly difficult to condemn those that look down upon us."

"We'll find Adam and bring him and the rest of the Cabal to justice. You have my word." Steve promised.

"And I would like to aid you in any way I could, Captain." Ghira expresses interest offering support to the alliance to defeat the Cabal.

"Same." Sienna speaks up, expressing her interest assisting the alliance. "I will do my best scouting for any member of the White Fang that hasn't pledge their royalty to Adam. It is the least I could do for freeing me from his control." She said, something Captain America acknowledges and accepts their assistance.

Sitting on a rooftop, Blake watches the conversation between her parents and Captain America until she hears footsteps approaching her and turns to see Spider-Man without his armor, "Even though your home was nearly destroyed, I'd say things went pretty well. Your parents are safe. Your friend, Ilia, is cured. Same with Khan. And it sounds like she and her faction of the White Fang want to help us stop the Cabal. Gotta love how the end of the world inspires Faunus and humans to get along."

Blake chuckles from his little joke, "Wish our species could only get along under better circumstances." She remarks. Then her expression quickly turns somber and depressing while reminiscing tonight's events, "It hurts to see how far Adam has fallen. I've always known how much he spited humanity, but I didn't think his hatred could be weaponized into a monster as scary as Onslaught."

"The guy clearly has issues, same with Magneto." Spidey responded. "One hates humanity just as much as the other. Yet despite being a supervillain with a superiority complex that blocked out the sun one time, Magneto has helped the X-Men _save_ the world from time to time. If someone as crazy as him can show a heroic side, who knows about Adam?" He said, surprising a silent Blake that there may be hope for Adam to change his ways one day. "C'mon. Let's say goodbye to your parents and go. I need some sleep." He yawned.

"Sure." Blake stands next to him. "And Pete." She gets his attention for a moment. "You were pretty cool out there." She admitted with a smile.

"Cooler than Iceman? I'm honored. I'm your coolest partner yet, while Yang's your hottest." Spidey quipped.

"Same thing can be said about her to you." Blake dryly quips with a smirk, embarrassing him.

"Uh, let's go, please." A nervous Spidey remarks, earning a giggle from the faunus as they both jump down from the rooftop to reunite with their friends and head home for well-earned rest.

* * *

**Meanwhile at the Hellcarrier…**

**BGM-Breath of Fire III OST-Dragon Slayer**

Things were quiet inside a hallway aboard Goblin's flying fortress, until a strange dimensional portal opens inside caused by the Incursions currently threatening the other universe that this portal is connected to. Crashing out of the portal lies a teenage spider-girl wearing a suit mostly black on the lower body with a white upper body and hoodie and cyan soles. Her under arms and the inside of her hoodie are magenta covered in cyan web patterns, with the lenses white and surrounded by magenta accents.

The Spider-Woman of Earth-65 groans while standing after the portal closes, "Don't these portals know how to treat a lady." She jokes while looking around her unknown surroundings. "Where am I? And what was it with that other Earth over my Earth?" Her Spider-Sense tingles as it warns her of three War Goblins approaching her with their weapons.

"Intruder!" One shouts, as they immediately fire at her, but miss horribly because of her insane reflexes.

"Guessing I was teleported to enemy territory. Lucky me." She leaps and flips safely through their bullet barrage before kicking down a guard. "You thugs look sick with the green skin, and not in the good way." She quips while easily knocking down the remaining two guards. "Any one of you still conscious enough to tell me where I am?" She asked.

Suddenly, her Spider-Sense tingles again but was a little too late, as she was effortlessly struck down by a fireball to the back, knocking her out cold. The assailant was the Goblin King, who approaches the unconscious spider-hero from another dimension. _**"Another spider. Brought here by the Incursions that destroyed her world." **_He deduced. An ingenious idea lights up in his unstable mind as he chuckles deviously with a grin, and with a plan in mind for the unconscious Spider-Woman, _**"How interesting."**_

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: That ends the X-Faunus mini-arc. We are halfway done with Volume 3 as we shift focus on stopping each member of the Cabal, one chapter at a time. New guest stars and certain heroes will get some time in the sun as we approach the universal showdown that'll decide the fate of everything. **

**Next time: Ghost from the past!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	67. Vol 3 Issue 17: Ghosts of the Past

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Our alliance came together to defeat Onslaught before he could destroy Menagerie. When we defeated him, the rest of the Cabal showed up to be foreboding before warping away with Magneto and Taurus. Now we know who we're up against. It'll be tough, but I know we can beat them and save our worlds.**

**BGM End**

* * *

_Vol 3 Issue 17: Ghosts of the Past_

**Avengers Academy, Training Room**

**BGM-Sonic Adventure OST-Welcome to Station Square**

During one weekend inside a training room, Spider-Man is having a brief sparring session with the likes of Cinder Fall, who has made a full recovery from the hospital and has joined the alliance in the war against the Cabal. After recovering, Cinder decided to change her look and clothing. She now wears a long, dark red dress with golden accents and decided to cut her hair and wear a black mask over her scarred left eye. Her new outfit allows her to create fiery glass swords that she dual-wields in her match against Spider-Man. The webhead clashes with his aura stingers, fighting with her on even grounds before sweeping her off her feet. Cinder quickly counters this action with a swift kick that sends him sliding backwards using her two legs.

Spidey chuckles, sheathing back his stingers as he ends his sparring match with Cinder. "You know how to give a guy a workout. Guess it's safe to say you're back to full strength after your fight with Goblin." He said, having a friendly conversation with the former maiden.

"For the most part." Cinder remarks while disintegrating her blades.

"How're you liking your new duds?" He asks about her upgraded outfit. "As promised, I infused your new clothes with ISO-8 to mimic the properties of a Maiden. Cool right? Who needs magic when science is so much better?"

"I suppose I should thank you." Cinder remarked.

"Not at all."

"Fine." She casually responds as she walks away, much to the webhead's expressive disappointment.

"I mean, sure, you could thank me a little…" Spidey replied.

"Thanks for putting me in the hospital." Cinder quipped.

"That was Goblin's fault." He retorted.

"And he's _your _enemy, so I hold _you_ responsible." She faces him with a sly smile.

"_You _were the one who was dumb enough to trust him in the first place." Spidey mocks her.

"I could say the same thing about you right now." She quips, taunting him about forming an alliance with someone as dangerous as her.

Spidey scoffs lightly, "Go ahead. Betray us. I dare ya. We just beaten Onslaught not too long ago, and he was _way _more terrifying than you could _ever _be."

"Give it time. I'm sure I'll surpass his power in no time." She remarks arrogantly.

"And I thought Sonic was the one with the ego." Spidey quipped.

Cinder grins, facing the webslinger as she says, "Thanks." with a half-mocking/half-genuine demeanor, developing some respect for the hero before walking out of the training room. Spider-Man rubs the back of his head in confusion for a moment before deciding to return to Remnant.

**BGM End**

**BGM-Captain America: The First Avenger OST-Triumphant Return**

Elsewhere, in another training room, Captain America has taken it upon himself to train both Ruby and Jaune for today to help them master hand-to-hand combat. Ruby throws two quick punches then a kick at Cap, who easily blocks them with his arms alone. Jaune leaps in to deliver a roundhouse kick, only for the living legend to effortlessly duck under his kick and swiftly counter with a legsweep that trips his students.

"Watch your step." Cap playfully goads his students to stand up and keep fighting.

Jaune attempts to him with an upward kick, but Cap saw it coming a mile away and easily dodged it. Meanwhile, Ruby perform some backflips before leaping forward and launch a flying kick at Cap, which he blocks but was pushed backwards slightly. "You're improving." Cap compliments his students with a smile. "What you lack in raw strength, you make up with speed and tight coordination. Focus on combos, but don't leave yourself wide open afterwards. That's a weakness Spider-Man hasn't resolved. Search for an opening, then exploit it. Always keep a levelheaded mind during combat to form the perfect counterattack." He gave them useful advice for future battles.

"Will do, Cap." Ruby smiled.

"If we had more kids like you in my day dedicated to justice, villains like the Red Skull would've been defeated a lot sooner." Cap stated.

"Thanks, Cap." Jaune smiled, scratching his embarrassed cheek after being praised for his combat improvement.

"Speaking about kids, you mentioned you had a teenage sidekick during World War II. What was his name again?" Ruby asks the Captain.

"James Buchanan Barnes, but most people refer to him as Bucky." Steve reminisces about his former sidekick while telling the students his story, "He was the best partner a solider like me could ask for. But during one mission, he was thrust into a life of torture and black ops work after being caught in an explosion caused by the German scientist, Baron Zemo. Bucky was captured by a secret organization in Russia that used cryogenic freezing and advanced mind-wiping techniques to use him as an assassin whenever he was needed for decades. They called him the Winter Solider. It wasn't until I fought Bucky is when he fought against his programming and reclaim his position as a hero."

"He sounds so cool, minus the assassin bit! Can we meet him?" An amazed Ruby asks, wanting to meet the Winter Solider and possibly get his autograph.

"Bucky currently works with SHIELD alongside Black Widow. He's on a top secret mission right now, but once he's done, I'll arrange with him to lead the next training exercise." Cap smiled.

"Awesome! We're gonna be tutored by the legendary sidekick of Captain America!" Jaune excitedly turns to Ruby, who is also looking forward to train with the legendary Winter Solider.

Suddenly, a man wearing a military back strap over his green shirt that has the insignia representing the BSAA on his shoulders walks in to greet Captain America and his students, "I'm not interrupting anything, am I?"

Cap turns his head to the solider, smiling as he recognizes him instantly, "Commander Redfield. Nice to see you again." He approaches his old ally and greets him with a firm handshake.

"Likewise, Captain. Wish it was under better circumstances." Redfield replied.

"Heard from Frank West your world has been caught in an Incursion." Cap stated.

"Yeah. Brought me back to this world. One of the few survivors before our world was destroyed." Redfield said, informing him of the destruction of his Earth.

"Sorry to hear that." Steve frowns, feeling sorry for the loss of Chris' world.

"Who are you?" Ruby asks the commander while approaching with Jaune.

"Kids, I'd like to introduce you to Chris Redfield. He's from the same Earth as Frank West, the photojournalist you met earlier. Chris is a special member of the BSAA, an organization dedicated to stopping the creation and usage of biological weapons." Steve introduces the huntsmen to Chris Redfield.

"Pleasure to meet you kids. Looking forward to see your skills in combat." Chris smiles, politely greeting the students.

"Same." Jaune nodded.

"When you mean by bioweapons, does that mean you fought zombies?" Ruby asks the commander.

"Usually. Then things get weirder." Chris answered, amazing the huntress that she is working together with a professional zombie slayer.

"Have you been briefed on who we're dealing with?" Steve asks the solider.

"About the Cabal? Yeah. Also heard the news about places and people being displaced from other dimensions to around our worlds thanks to the Incursions. Some who are potentially dangerous. We'll need to keep them contained and protect the populace until we can sort out this mess." Chris states that the Incursions are scattering more outworldly people to their worlds at a rapid pace.

"Agreed." Captain America nods in acknowledgement before turning to his students, "Kids, if you aren't tired yet, mind joining us on patrol?" He kindly offers them the chance to work side-by-side with him and Chris Redfield.

"Absolutely!" Both Ruby and Jaune answered with ecstatic smiles on their faces.

**BGM End**

* * *

**Remnant, Beacon Academy**

**BGM-Captain America: The Winter Solider OST-The Winter Solider**

The elevator door opens for Ozpin as he enters his office with a cup of coffee in his hand. He walks across the room using his long cane, taking a silent sip from his mug as he sets it down on his desk. He stands before the window, calm and relaxed while staring down at the clouds and quietly observes the entirety of his impressive school. And yet, he can easily tell something is amiss. Not from outside down on campus, but something inside his own office.

Instantly, Ozpin turns around while lifting his cane to block a sudden knife thrust by an invisible assassin. Seeing no point staying his stealth mode, the assassin decides to turn it off and reveal himself as a goblin wearing a blue bodysuit, a black half-face mask, and more interesting, a silvery bionic arm.

"You're not from this world. Who are you?" Ozpin calmly interrogates the assassin, while their weapons are locked.

The assassin remains silent and stoic, refusing to give away his identity. He uses his bionic arm to smack away Ozpin's cane and punches him towards a wall. With the professor dazed, the assassin rushes for the kill with his knife, but Ozpin quickly recovers and clashes his cane with his weapon. The assassin overpowers him and goes for a spinning slash, but Ozpin ducks and hits him with the cane, knocking him back to the desk. The assassin grabs the desk with his bionic arm and ruthlessly throws it at the professor, who quickly deflects it to the side but was too late to do anything against the assassin as he lunges at him, smashing both of them through the window. The assassin disarms the professor of his cane while ruthlessly beating on him while they're falling from a lethal height.

On the ground near Beacon Tower, Peter was walking around with Pyrrha and having a friendly chat until his Spider-Sense alerts him to the sky, looking up to see Ozpin and the assassin falling. "Huh? Who's freefalling?" Peter wondered.

"What's happening?" Pyrrha looks up in the same direction and gasps in shock to see Ozpin falling alongside the assassin, "Professor Ozpin?!"

Peter quickly changes into his Spider-Man gear and zips into the air, swinging as high as he could while approaching the falling Ozpin. Before the assassin could deliver another brutal blow, the webhead zipped forward and managed to catch the professor as he safely lands the both of them on an empty rooftop below.

"Oz! You alright?" Spidey asks the headmaster.

"I'm fine." Oz grunts in pain while on one knee, but is still very alive.

Spider-Man looks up to see the goblin assassin effortlessly grinding down the side of Beacon Tower with his legs and bionic arm, descending to a safe height where he leaps onto the same rooftop as his targets. Peter quickly gets into a defensive position while staring at his mysterious opponent, "You're a goblin. No, wait. I recognize that cybernetic arm. You're the Winter Solider!" He recognizes the infected assassin as the hero, Winter Solider.

The infected and silent Winter Solider presents his metallic arm as he charges forward, only for Spider-Man to catch his flying punch with one hand. "Look, I love your metal arm, but why are you trying to kill Ozpin?" He interrogated.

Again, Bucky remains silent as he uses his other hand to nearly slice Peter's throat with a knife, forcing the webhead to jump back safely. While standing properly, Bucky calmly and effortlessly turns around to catch Pyrrha's shield with his metal arm as the huntress entered the fight. He throws it back with incredible force that forces Pyrrha to use Semblance at the last second to catch it upon impact, sliding her backwards slightly. As Pyrrha stood in shock at the assassin's strength and reflexes, Spider-Man leaps in with a powerful punch that knocks off Bucky's mask, revealing his goblinfied face.

"Winter Solider? More like Goblin Solider. We need to take you to a doctor. You look sick." Spidey quips, throwing a few quick punches as Bucky does his best to deflect. The assassin elbows the kid in the chest, staggering him for a split-second before slashing him with his knife, tearing up his costume while the hero is knocked back.

Quickly, Pyrrha charges forward with a few slashes of her own that are quickly parried by Bucky's bionic arm. She goes for a quick spin slash, which he dodges, and swiftly goes for a sweeping kick, which he jumps over and counters with a painful roundhouse kick in the face, knocking back the skilled huntress across the rooftop.

To his slight surprise, however, Bucky was put into a full-nelson by Ozpin while Pyrrha uses her Semblance to restrain his metal arm and prevent him from fighting back. It was just for a moment, long enough for Spider-Man to launch forward and kick Bucky in the face, knocking him off the roof. But as the trio of heroes rush to the edge to see where he went, the Winter Solider was nowhere in sight as if he simply vanished.

"He's gone!" Spidey noted.

"Professor Ozpin, are you alright?" Pyrrha asks her wounded headmaster.

"I'm fine, Pyrrha. Thank you two for coming to my aid." Ozpin thanks them.

"Spider-Man, who was that guy?" Pyrrha turns to the knowledgeable webhead.

"The Winter Solider." Spidey answered. "He used to be Cap's old partner, and is one of the most dangerous men on Earth. It looked like he was infected with the Goblin Formula." He turns to the headmaster, "Ozpin, we're taking you to the Tricarrier. For whatever reason, Winter Solider's after you. You're not safe here. Possibly anywhere, but we have no other choice. I'm gonna contact Captain America about this. He's not gonna be happy to hear his old war buddy is being mind-controlled again." He said.

**BGM End**

* * *

**Later at the Tricarrier…**

**BGM-Marvel Ultimate Alliance OST-Stark Tower**

"Bucky nearly assassinated you?" Captain America remarks, while in the middle of a conversation with Professor Ozpin in the command deck. The two were accompanied by Spider-Man, Pyrrha, Ruby, Jaune, Chris Redfield, Nick Fury, Black Widow, Falcon, Winter Schnee, and Shadow the Hedgehog standing beside each other.

"For what reason, I am still unclear." Ozpin answered the Captain.

"How the heck did Goblin capture the Winter Solider? I thought that guy was nearly impossible to catch." Spidey asked.

"Winter Solider was on a secret SHIELD mission infiltrating Hydra. But it seems he realized too late they are aligned with the Cabal and somehow gotten captured." Black Widow answered. "Now he's being used as their living weapon to accomplish their most dangerous tasks without getting noticed."

"But why send him after Ozpin?" Ruby asked.

"Currently lacking intel on their objective, but it's related to our missing headmasters case." Fury informs the team.

"The other headmasters are missing?" Spidey remarks in shock.

"Tried to get in contact with General Ironwood, but he didn't respond. We lost his signal. Same with Professors Lionheart and Theodore." Fury stated. "This has Hydra's stench all over it, and they must've sent the Winter Solider to kidnap them. Our mission right now is to investigate their whereabouts and stop Hydra's schemes." He proposed their new mission.

"We'll need to separate into teams and gather clues between Earth and Remnant." Captain America ordered.

"I'll establish a team to investigate Haven Academy. Agent Shadow, Spider-Man, Ms. Nikos. You three are with me." Chris turns to his new teammates.

"Roger." Shadow nods in acknowledgment, alongside Pyrrha.

"Does this make me a deputy zombie slayer?" Spidey quipped.

"Good luck." Captain America wishes to Redfield.

Chris nods, "Same to you." before leaving with his newly-formed team as they head out to Haven Academy.

**BGM End**

* * *

**Haven Academy**

Chris leads his team consisting of himself, Spider-Man, Pyrrha, and Shadow into the spacious grand hall building that leads up to the Headmaster's office. "Area's secured." Chris puts away his gun, then turns to his teammates, "Shadow and I will head down the vault, search for clues. The two of you investigate Lionheart's office." He orders them.

"Right." Spidey nodded.

"Good luck." Pyrrha wishes them, as she and Spidey walk up the steps towards the headmaster's office.

"So, how do we enter the vault?" Redfield asks the hedgehog.

"It's located beneath the school. I'll use Chaos Control to warp us below." Shadow takes out his green Chaos Emerald and clenches it forward. "Chaos Control!" He shouts, warping spacetime to teleport himself and Redfield to the underground vault.

**BGM-Sonic and Knuckles OST-Lava Reef Zone (Act 2)**

The special agent duo found themselves warped into a massive chasm with a large tree that has glowing orange flowers. "A lot grander than I expected." Redfield glances at his mystical surroundings, walking alongside Shadow towards the door to the Relic chamber, an elaborate orange doorway situated in a rock wall.

"Each chamber houses a powerful Relic created by this world's gods. According to Ozpin, this chamber guards the Relic of Knowledge." Shadow explained.

"How do we open it?" Redfield asks, while they stand before the chamber.

"Only the Spring Maiden can open this chamber, but her current whereabouts are unknown." Shadow replied.

"Doesn't look like it's been opened for decades. Safe to assume the Relic is safe. No clues on Lionheart or the Winter Solider." Redfield remarked.

"We'll continue searching until we find something." Shadow turns to the commander.

Redfield presses on his ear comm, "Spider-Man. The Relic is secured. What's your status inside Lionheart's office?" He asked.

* * *

**Meanwhile inside Lionheart's office…**

A secret passageway adjacent to the office opens for Pyrrha and Spider-Man, as the webhead lets out an innocent, "Yay. Found a secret door."

'_A secret door?' _Chris responded over their comms.

"Used an IR scan to find any hidden clues and found an entrance to a secret hallway. Not sure where it leads, but we're looking into it right now." Spidey informs him while he and Pyrrha enter the hallway.

'_Roger. Update us on what you find. Redfield out.' _Redfield hangs up the call.

"What's in here that would require Lionheart to build a secret chamber in his office?" Pyrrha wondered as they approach the end of the curved hallway and find themselves in a small circular room.

"That." Peter casually points to a Seer Grimm floating ominously in the center of the room.

**BGM End**

"Is that a Grimm? Never seen anything like that before." Pyrrha noted.

Spider-Man fearlessly approaches the small tentacled creature and pokes its spherical body covered in bone-like plating, "Looks like a jellyfish. Was Lionheart keeping it as a pet?" He joked.

**BGM-Spider-Man 3 (Game) OST-Black Tension**

Suddenly, the Seer's tentacles tense and curl up, and it trembles, emitting a high-pitched screech as its head cracks. Spidey jumps back in surprise next to Pyrrha, while she quickly arms herself with her weapons. "I didn't do anything!" Spidey expressed. The Seer withdraws its tentacles against itself, turns over, and drops to the floor as the red smoke inside of its head fades away.

It rolls down and stops in front of the students, with black smoke pouring from the crack, swirling into the air and forming an apparition of the dark witch of Remnant, Salem. Her voice echoes out from the apparition as it speaks, _"The Amazing Spider-Man. The Hero of Remnant. At last, we finally meet."_

"Am I supposed to know who you are?" Spidey quipped, showing no fear to this wicked witch.

"_My name is Salem. I suspect by now you have heard of me." _Salem answered.

"Salem…" Pyrrha mutters in fearful shock that they have accidently confronted Remnant's worst villain, before Goblin.

"Perfect. Wasn't expecting to run into you today. You saved us the trouble looking for ya. Gotta say, thought you'd be scarier." Spidey quipped.

"_So it was not Lionheart who informed you of this chamber?" _Salem asked.

"I'm curious to know his connection with you. Would ask him, but he's been kidnapped along with other headmasters." Spidey wisecracked. "You wouldn't happen to know where they are? Or Goblin's favorite vacation spot on Remnant? You two used to be a thing until he dumped you for universal destruction." He jokingly interrogates the witch for answers.

"_I cut ties with Osborn after he betrayed me. I do not know his current whereabouts, nor am I investing my time searching for him. I am simply observing from afar your war efforts against his legion." _Salem answered.

"Time is running out. I'm sure you're aware of the Incursions. Entire universes are dying by the hour, and soon enough, this universe will suffer the same fate. If Goblin wins, everything will be gone. Including you." Spidey told the witch, which got her curious on his words.

"_What are you proposing?" _Salem asked.

"I'm saying if you're interested in helping us." Spidey offers her an invitation to their alliance.

"Are you crazy?! You want us to work with Salem?!" Pyrrha objected.

"We're working with Cinder and Venom, and I hate that guy more than Maleficent here." Spidey retorted.

"_Rethink your words, Spider-Man. You propose that I join your alliance?" _Salem questions his thinking, as she wasn't expecting that type of offer.

"I don't know much about you, except that you want the Maidens and the Relics for world domination. But there won't _be _a world if everything gets destroyed. Whatever your grudge is with Ozpin, put it aside just this once. This isn't a war between light and darkness. This is a war for our _future_. For our very _survival_. Osborn's an egotistical lunatic who's willing to tamper with the very fabric of reality to achieve his ambitions. Not even _you _would risk the destruction of your home universe. Am I wrong?" Spidey asks the apparition fearlessly with a glare.

Salem looks at the fearless webslinger with a calm stare, with the curiosity of testing his resolve. Her eyes glow red, subtly using her magic to sense his indomitable will and fearless emotions. She also uses her magic to sense his unique strength, picking up the presence of the entity that's bonded to his soul. The Other. The mystical spider entity senses her looking at him and manifests itself as an invisible Man-Spider apparition, floating behind Spider-Man with a menacing growl towards the witch.

Salem's glowing eyes dim to normal as she speaks to the webhead, _"I see. So that's the power within you. More ancient than the gods themselves." _She refers to The Other.

"What're you talking about? Is that a yes or no answer?" Spidey quipped.

"_You are correct. I do not wish the destruction of my universe. Even a being like myself cannot survive the collision of worlds." _Salem admitted.

"So is that a yes on the team up?" Spidey quipped.

**BGM End**

**BGM-Shadow the Hedgehog OST-Preparation for Ritual**

Before Salem could give an answer, she notices a silent grenade rolling into the room and release potent knockout gas, causing Spider-Man and Pyrrha to cough weakly a few times. "Knockout gas…A simple 'no' would've suffice…" Spidey weakly jokes before slums to the floor unconscious alongside Pyrrha.

Entering the room is the stoic Winter Solider, wearing a mask that protects him from the gas. _"And who are you?" _Salem confronts the mysterious assassin, curious about his intentions.

"Nothin' but a ghost. The Goblin King sends his regards." Bucky captures Spider-Man and Pyrrha, then vanishes into cloud of smoke. As the smoke clears, it's revealed he left behind another grenade that unleashes a powerful explosion, dispersing the apparition.

Meanwhile, Shadow and Chris heard the explosion after returning to the grand hall. "It came from the office!" Shadow realized, as the duo rush towards the office.

The military duo entered the office and quickly found the secret doorway Spidey mentioned earlier and runs into it. They quickly found the secret chamber was left on fire, burning away the remains of the Seer. Shadow notices the knockout grenade and Pyrrha's weapons on the floor and kneels down to investigate them.

Chris attempts to contact his missing allies through their comms, "Spider-Man! Nikos! Damn! The signal's jammed!"

"The Winter Solider was here." Shadow deduced, picking up the knockout grenade.

"Why did he kidnap them?" Redfield asked.

"Don't know, but we need to inform the others what happened." Shadow said, in which the commander agrees with a nod before they leave the premise.

**BGM End**

* * *

**Aboard the Tricarrier…**

"_No update on our missing Headmasters?" _A Mistral Councilman asks, while attending an emergency meeting alongside the other kingdoms' council as holograms to talk to Nick Fury and Ozpin from their homes.

"My best people are currently tracking their whereabouts. We'll have your people home by the end of the day." Fury assures the Council.

"_General Ironwood seems to trust you, so I suppose we can do the same." _Atlas Councilwoman, Camilla responded. _"The safety of our kingdoms rest in your hands, Director Fury."_

"Rest assure, councilwoman. We have everything under control." Fury swears as a promise.

**BGM-Sonic Adventure 2 OST-Suitable Opponent**

'_Do you now, Fury?' _Suddenly appearing on a monitor behind Fury and the Council is Madame Hydra of Hydra with her taunting smile. _'You have less control here than you do on Earth. No one can stand against us.' _She proclaimed.

"_Who is she?!" _A Vale Councilman expresses his shock.

"Madame Hydra. Viper. What do you want?" Fury glares at the terrorist.

Viper smiles, _'It's good that you understand the situation, Fury. I'll keep it short. We have your missing Headmasters and have captured Spider-Man and Pyrrha Nikos. Our demands are simple and clear. Hold back your useless resistance and surrender your kingdoms to Hydra! Or else…'_

"_Or else?" _Atlas Councilman Sleet questioned.

'_Your kingdoms will cease to exist.' _Viper proposed an ultimatum, which shocks the Council. _'We expect a reply within 12 hours.' _She finished before ending the call.

"_This is turning into quite an international crisis." _A Mistral Councilman remarked._ "Director Fury, what are your options? We are running out of time!"_

"Luckily, that transmission was just what I needed to pinpoint their location." Fury reveals that he was secretly tracing the source of Viper's whereabouts during their little video chat. He walks towards a terminal to pinpoint Hydra's location, locating them on a lonely island. "Found them. Their location is an abandoned military base called Prison Island. It's not from this world." He contacts his team of heroes, "Captain America. I've located Hydra. Dispatch a team to their location immediately. Sending you their coordinates. Be ready for a trap. Fury out." He ordered, suspecting this mission could lead them to a trap.

**BGM End**

* * *

**Prison Island**

**BGM-Shadow the Hedgehog OST-Prison Island**

Using Chaos Control, Shadow warps himself and a team consisting of Captain America, Black Widow, Falcon, Chris Redfield, and Winter Schnee into the underground toxic ruins of Prison Island, which was brought to Remnant from Mobius thanks to the Incursions.

"This is Prison Island?" Winter questions her unfamiliar surroundings.

"Yes. A former G.U.N. base from my world that was destroyed by Dr. Eggman. This is where I was awakened from my 50-year capsulation." Shadow briefs his team on his personal history with GUN.

"This island was brought here by the Incursions. It's getting harder and harder to keep track of them." Widow remarked.

"Intruders! Do not allow them to interfere!" Suddenly, an army of Hydra agents charge towards the heroes with their weapons, immediately firing at them.

Captain America blocks their shots with his shield, lunging forward with his shield braced, knocking down enemies caught in his way. "No time to dilly-dally! We have hostages to save and a war to stop!" He hurls his shield, sending it ricocheting off the environment to bounce between enemies before it returns to his hand.

"On it, Cap!" Falcon hovers in the air, flying towards his grounded enemies, avoiding gunfire as his spreads his wings during a spinning dash. He swiftly launches enemies with an upward spiral, then hovers in place while shooting an array of bladed feathers from his wings to knock down more goons.

Nearby, Black Widow dodges bullets with frightening agility around the edge next to a river of toxic waste. She flips over their bullets and knocks down goons with her electric batons before delivering a powerful high spinning kick that knocks down a strong brawler in front of her. Winter fights around jail cells, searching for her missing general while swiftly slashing goons with her sword.

"I do not see General Ironwood or any hostage behind these jail cells." Winter informs the group.

Redfield shoots down several grunts with his handgun replying, "They must be imprisoned deeper in the island."

"Follow me! If Hydra's using this island as a staging ground to launch a strike at the kingdoms, I might have an idea where they're being held." Shadow blitzes goons with blinding Homing Attacks, clearing the pathway for the heroes to traverse deeper into the island.

**BGM End**

The heroes fight their way through the swarm of Hydra agents trying to stop them, but the heroes are too powerful as a team and effortlessly defeat them all. Shadow leads the group to a large chamber where he suspected the hostages are being held. It appears to be a missile silo, recently rebuilt by Hydra.

"Here it is." Shadow stated.

"A missile silo. And look who's attached to the missiles." Widow looks at four nuclear warheads with the Hydra symbol, with each missing headmasters attached to one while Spider-Man and Pyrrha share a missile together.

"It's the hostages. They're unconscious, but appear to be safe." Redfield remarked.

**BGM-Marvel Ultimate Alliance 3 OST-Into the Fray**

"For the few short moments they have left." Suddenly, Viper makes her presence known to the heroes as she appears in the room alongside Winter Solider and an army of Hydra agents behind them.

"Release Bucky and the hostages, Viper!" Captain America demanded.

"Not a chance. You don't want to see them hurt? Then we'll just have to complicate your rescue attempt." Viper holds out a gun and shoots it at the control terminal, destroying it and activating the warheads. All four missiles launch and spread out to the four corners of Remnant to cause havoc and destruction. "Each warhead is powered by ISO-8. Enough to destroy an entire city. In a few minutes, the kingdoms will be in disarray and remade in Hydra's image." She declared.

"Don't count on it. Others are being mobilized to stop them, while we stop you." Captain America stated, standing with his team as they arm themselves for battle.

"Then try and stop us." Viper grins, as Hydra is ready to kill the heroes.

* * *

**Meanwhile in the sky…**

The Hydra missiles are seen flying across the world with each one targeting a kingdom. Luckily, there are some heroes that are on the case to stop them. Iron Man leads a team consisting of War Machine by his side, Sonic piloting the Tornado 2 with Ruby in the passenger seat, and Tails piloting the Avengers Quinjet with Silver and Jaune inside the jet.

"**Those are heavy payloads, headed for each kingdom. They're state of the art. We need to save the hostage then take down the thruster, then the detonator within a half-second. It's a two-person job." **Iron Man informs the team of his plan.

"**Let's show 'em how it's done." **War Machine boosts alongside Iron Man towards the warhead carrying Ironwood.

Iron Man rips off the constraints that was attaching the unconscious general to the outer hull of the missile. **"Mornin', Jimmy." **He quips as the general slowly awakens.

"Stark…?" Ironwood weakly responded.

"**Hold tight. It's time for your morning exercise." **Stark grabs the general, bringing him to the Quinjet for rest before heading out. War Machine launches a missile from his mounted shoulder launcher, destroying a thruster and quickly allowing Iron Man to destroy the detonator, causing the missile to explode immediately after.

"**That's how you get it done." **War Machine quips after destroying a missile.

Meanwhile, Sonic pilots the Tornado closer to the missile carrying Spider-Man and Pyrrha. "Sure you got this, Rubes?" Sonic asks her, as she prepares to jump onto the missile.

"Just bring me down closer." She ordered.

Sonic does just that and descend the plane near the missile, allowing Ruby to jump and flail her arms as she nearly gets blown off. She quickly regains her balance and heads for her captured friends. "Spidey! Pyrrha! Wake up!" She slices off their restraints, which wakes up her friends.

"Ugh…Had the strangest dream…" Spidey wakes up, then quickly realizes they're riding atop a giant missile, "Why are we riding a missile?" He asks nonchalantly.

"No time to explain! Jump to the Tornado!" Ruby points to the biplane nearby.

Ruby uses her Semblance to jump to the wings of the plane, as Spidey holds onto Pyrrha before meeting with her afterwards. With his friends saved, Sonic shoots down the thruster before Ruby uses her sniper rifle to destroy the detonator, obliterating the second missile.

"That's two! How's it going with the others?" Sonic contacts his other allies.

"**Just saved Theodore." **Iron Man drops off the Shade Headmaster to Jaune's care inside the Quinjet, as the armored heroes destroy the third missile.** "Silver's just about to rescue Lionheart." **He replied.

"There we go!" Silver used his psychic powers to rip off Lionheart's restraints, then telekinetically carries the unconscious headmaster into the Quinjet, allowing Tails to shoot down the thruster and fire a rocket to immediately destroy the remaining detonator.

"Missiles are neutralized!" Tails informs the team.

"**Let's take 'em to the Tricarrier and trust Cap's team can handle Hydra." **Iron Man boosts forward, leading his team to the Tricarrier.

**BGM End**

* * *

**Meanwhile at Atlas' Medical Facility…**

A thin, elderly woman that goes by the name Fria sleeps peacefully in her isolated hospital room. Fria is the current Winter Maiden, and has been for a long time. Her health is deteriorating fast and is living her last days in a highly secured Atlas facility in order to ensure her power doesn't fall into the wrong hands.

Unaware to the Atlesian Knights guarding her room from outside, someone is breaking into the room by phasing through the wall completely undetected, remaining invisible as if they're a ghost. The invisible intruder stands beside Fria's bedroom, looking at her without making the faintest of sound. They take out a strange mystical artifact from their suit and points it at the woman, using it as a sort of energy stealing device that's absorbing all of her Maiden powers into it. Fria is left completely powerless as she coughs badly. The mysterious ghost leaves the premise, but not before disrupting the equipment that's keeping her alive by phasing through it, leaving Fria for dead with the Fall Maiden's powers.

* * *

**Back at Prison Island…**

**BGM-Marvel Ultimate Alliance 3 OST-The Fight Rages On**

Captain America's team is not holding anything back while they are fighting Hydra inside the missile silo. Most of the grunts were already down as Captain America blocks a crushing blow from Bucky's bionic arm with his shield, which emits a loud vibrating sound upon impact. "You fought off the enemy's control before, Bucky! Do it again!" Rogers tries to reason with his friend to fight off the Goblin Formula.

Bucky doesn't listen as he kicks Rogers in the stomach, knocking him onto the floor and unloads a hail of bullets from his machine gun. Rogers crouches while blocking the bullets with his shield before Bucky turns away, giving him a chance to leap from the ground and disarm him of his machine gun with a flipkick. Bucky fires at him target with his handgun, only for Rogers to block them and punch him right onto the face. Winter Solider takes his shield with his metal arm before punching Rogers away, throwing the shield at him, which he dodges and allows it to get pin to a wall. Bucky takes out his combat knife and clashes with Rogers' martial art skills. They prove to be evenly matched until Cap caught him off-guard with a spinning kick that smashes him to the wall.

"Fight back, Bucky! I know you can do it!" Rogers tries reasoning with him again.

As the Captain rushes towards him, Bucky secretly takes out a white Chaos Emerald that he found during his missions and uses it to boost his strength. He easily counters Steve's next attack and pummels on him for a bit before grabbing him by the throat with his metal arm, attempting to choke him to death. But then out of nowhere, Shadow kicks Bucky in the face, knocking him away from Captain America as he regains his breath.

"I can sense it. He has a Chaos Emerald in his possession to boost his strength. Taking him down won't be easy." Shadow noted.

Chris shows up with Cap's shield, handing it back to its rightful owner as the three soliders stand together against the Chaos Emerald-empowered Winter Solider. "Then let's not hold anything back." Cap declared, as the trio charges at Winter Solider.

Nearby, Viper has just powered up with green ISO-8 before entering close-quarters combat with Black Widow. "Heroes so love to _prove _themselves in single combat, no matter how _pointless_." The Hydra leader taunts the agent while deflecting most of her punches. They briefly lock elbows until Viper goes for a sweepkick, missing Natasha as she backflips over Winter, who immediately dashes forward with a sword slash. Viper dodges the attack with an acrobatic flip of her own, firing several shots at the specialist with her gun, which misses but distracted her long enough to get kicked backwards. Viper takes out her toxic whip and lashes it at Winter, who quickly leaps away from it thanks to her glyph.

"Careful of her toxins. They're as deadly as snake venom." Widow warns the specialist.

"Affirmative." Winter acknowledged.

Viper smirks, throwing a set of venomous darts at the women, forcing them to use their reflexes to avoid getting poisoned. "Can't poison what you can touch." Falcon flies in the sky, unleashing a rapidfire assault of bladed feathers down at Viper.

Madame Hydra flees from the feathers as she bounces off a wall towards Falcon in the sky, using her whip to latch onto his legs and brutally slam him onto the metal floor. "You are grounded, little birdie." She mocks him.

Suddenly, Viper found herself on the defensive against Widow's bullet barrage from her twin submachine guns. Viper dodges them all with several backflips, which leads her getting grabbed from behind by Winter's summoned Beowolf. "What is this?!" Viper remarks in surprise.

With a loud battle cry, Winter launches herself towards Viper with a powerful dash kick through her summon, shattering it in the process while knocking down Viper. Viper growls in anger, wiping the blood from her mouth as she stands against the trio of heroes.

Meanwhile, Captain America charge full speed at Winter Solider with his shield, barraging him with hits and knocks him backwards, who grinds his bionic arm on the floor to slow himself to a menacing halt. Bucky slams his bionic fist into the ground, knocking back Cap from the ensuing shockwave. He rolls onto the ground, picking up an assault rifle and fires a grenade at Cap, who blocks it with his shield but was blasted away by the explosion.

Shadow appears behind Bucky in the air using Chaos Control, firing a Chaos Spear directly at his bionic arm to disable it temporarily. Shadow delivers a brutal roundhouse kick onto Bucky's head, knocking him aside. Chris runs up, unloading his pistol at Bucky to force him to the defensive. The BSAA solider takes out his combat knife and clashes with the assassin, who does his best to hold him off until his bionic arm recovers. It does, just after Chris got in a few decent licks before he was brutally punched away.

Then, Bucky was struck in the head by a shield toss from Captain America. The shield bounces back towards the star-spangled hero, who immediately kicks it back to stun Bucky long enough to receive a quick flurry of punches before getting knocked into the air just as Cap grabs his shield and delivers a beautiful shield uppercut upwards. Cap lands with a dramatic crouching pose holding his shield, while Bucky crashes onto the floor and could barely stand on his two feet.

"Stand down, Bucky. It'll be over soon." Rogers tells his infected partner.

"It will." Bucky coldly proclaims, charging towards the Captain.

From behind, Shadow staggers him with a Spin Dash to the back, jumping over his head and fire a potent Chaos Spear that paralyzes Winter Solider. Redfield rushes in, grabbing Bucky from behind and struggles to pin him to the floor. But it was just enough for Captain America to inject the Anti-Goblin Serum into his throat, curing his best friend of the formula.

**BGM End**

"It's over." Steve states in relief, as the cured Bucky slumps onto the ground unconscious.

"You heard the Captain!" Falcon fires one more bladed feather at Viper, who flips away from it as the heroes regroup next to each other and stare at her. "Your soliders are down and your missiles are destroyed. Just received the report." Falcon informs her of the destruction of her missiles.

Viper scoffs while glaring at the heroes, "This mission didn't end in a total failure. We still received energy for the Seed, and thensome. In the end, the Cabal will emerge victorious and Hydra will reign supreme in the brave new world. You can't run from it forever." She said ominously to the heroes, twisting a ring on her finger that teleports her away from the island.

* * *

**Later at the Tricarrier…**

"Good work, team. Thanks to your efforts, the kingdoms can rest easy for a little while without worrying about a nuclear strike." Fury compliments the heroes who participated in today's mission against Hydra.

"What's the status on the headmasters?" Cap asked.

"They're in recovery. They'll wake up pretty soon." Fury answered.

"I apologize for causing everyone so much trouble. Wasn't in control of my actions." A cured Winter Solider apologizes for being Hydra's living weapon.

"It's alright, Buck. Glad you returned to the right side." Cap touches his friend's shoulder, happy that he's back to normal and joining the alliance.

"My body still feels pretty stiff after sleeping on a nuclear missile." Spidey jokes, straightening his back into shape. "And just when I was in the middle of a lovely chat with Salem." He jokingly revealed that tidbit.

"You talked to Salem?" Ozpin expresses his shock to the webslinger.

"Yeah. For some reason, Lionheart had a Grimm hidden in his office that allowed us to talk to her. Tried to convince her to help save the universe, but didn't get an answer because I fell asleep." Spidey quipped.

"Lionheart must've been secretly aligned with Salem, but we'll interrogate him later. I received urgent news while you were away on your missions. Fria, the Winter Maiden, had just died." Fury informs the heroes, much to their shock.

"Died? You mean she didn't pass away naturally?" Winter questioned.

"No. Someone infiltrated her room and stole her Maiden powers while sabotaging the equipment that was keeping her alive. I'm led to believe our recent debacle with Hydra was a distraction for the Cabal to steal her powers." Fury deduced.

"Now Goblin has the energies of two Maidens to fuel the Seed." Spidey remarked.

"Which means it's up to us protect the remaining two before they fall into enemy hands." Captain America declared, vowing to protect the remaining Maidens from their enemies.

* * *

**Meanwhile aboard the Hellcarrier…**

**BGM-Shadow the Hedgehog OST-My Perfect Plan**

The Goblin King stands ominously in his command center, staring throughout the window with his arms crossed behind his back. Then, phasing from beneath the floor is the ghost that stole the power of the Winter Maiden. He turns off his invisibility tech, revealing himself to be the freelance mercenary in a creepy white suit named Ghost, an adversary of Iron Man. He holds in his hand the mystical device given to him by Baron Mordo that allowed him to steal Fria's Maiden powers.

"I made good on my promise, Goblin. Here's your precious Maiden energy." Ghost replied.

"_**Well done, Ghost. I underestimated you." **_Goblin grinned.

"What the hell does that mean?" He responded.

"_**It means I thought you incapable of achieving your goal." **_Goblin mocks the mercenary.

"Whatever. I assume payment is being made in full?" Ghost questioned.

"_**Already taken care of." **_Goblin grins evilly.

"Then so long, Gobs." Ghost hands him the mystical device possessing the Winter Maiden's energy. A portal open to Earth as Ghost approaches it, "Don't call me and I won't call you." He said before vanishing with the portal.

"_**All the pieces are coming into place." **_Goblin said with an ominous grin, cackling manically as he is one step closer in achieving ultimate victory.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Chris Redfield from the **_**Resident Evil **_**series and Winter Solider joins the alliance. I should confirm that just like in the **_**Marvel vs. Capcom **_**series, all Capcom characters exist in the same universe. So Frank West, Chris Redfield, Ryu, etc. They're all from the same dimension (which is now destroyed thanks to the Incursions). Don't think too hard how that works. Don't even ask me how it works. Ask Capcom. This is a video game franchise.**

**Note: Cinder and Team JNPR (exception of Pyrrha for obvious reasons) are wearing their Volume 4-6 outfits starting this chapter.**

**Next time: The Warrior, the Demon, and the Raven!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	68. Vol 3 Issue 18: Sibling Rivalry

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Hydra nearly destroyed the kingdoms with missiles, with help from their goblinfied assassin, the Winter Solider. Luckily, Captain America saved the day and stopped Hydra, while also curing his old war buddy and have him join our alliance. But it was all just a big distraction for the Cabal to steal the Winter Maiden's power and kill her. Only two Maidens remain. What happened to that masked lady? She was the Spring Maiden, right?**

**BGM End**

* * *

_Vol 3 Issue 18: Sibling Rivalry_

**Remnant, Brunswick Farms**

**BGM-Ultimate Marvel vs. Capcom 3 OST-Theme of Vergil**

At a snowy abandoned farm located in the mountains of northern Anima, an outrageous battle of power had commenced and is tearing the place apart by the second. Two immensely powerful combatants are dueling to the death all across the farm at speeds so fast it's difficult to follow with the naked eye. With every attack thrown at the other, explosions decimate different sections of the land as the warriors continue fighting. For a split second, one could spot a red blur blitzing to clash with the blue blur. Both blurs continue blitzing around the ground before bringing their battle high into the air. It's here where one could see what the combatants look like. The red blur belonged to a maskless Raven Branwen while her eyes and body are enveloped in a fiery dark red aura thanks to the power of the Spring Maiden. She's seen struggling intensely, locking her blade with her demonic opponent's. He's a blue humanoid creature with fangs wearing a blue trench coat and has a fin-shape crest for hair, as his body is enveloped in a bright blue aura.

Numerous sparks fly from their locked blades, as Raven lets out a furious roar while the demon remains calm and composed. Their struggle resulted in a stalemate, as they both were knocked away from the other. Just as they safely land on the ground, they immediately blitz towards the other to clash fiercely at inhuman speeds. Quickly, Raven found herself on the defensives from his attacks and flies backwards high into the air. The demon scoffs at her attempt to retreat as he swings his sword so fast it didn't look like he was moving. In actuality, he created a distortion in space in the sky that immediately engulfs Raven, which is immediately sliced multiple times by his blade in very rapid succession.

The demon instantly teleports above Raven and kicks her to the ground with incredible force. He flies down towards Raven, who tries to counter with an electric blast from her hand. The demon simply disappears out of sight, avoiding her blast, as he dashes in several directions unleashing a flurry of his dimensional slashing technique, severely wounding Raven.

**BGM End**

Just as the demon dashes at her to deliver the final blow, Raven was suddenly blasted away by a dark fireball technique that depletes her remaining aura. _**"Who told you to interfere?" **_The demon asks his partner.

His partner seems to be another demon that greatly resembles the wandering warrior from another world, Ryu. He wears a torn dark gi that fits his menacing and powerful appearance. His hair is spiked upwards with a reddish tint while constantly emitting a dark red aura. Most notably, there is a gaping hole into his chest. _**"I do not take orders from you! I only care about fighting the strongest! That other girl didn't prove to be a challenge at all!" **_This Evil Ryu stated.

A battered Raven sitting on her knees weakly turns her head to her loyal subordinate, Vernal, who lies down in a bloody puddle after being mercilessly killed by Evil Ryu. "Vernal…" Raven closes her eyes in sadness, showing that she cared for Vernal greatly.

The blue demon scoffs to Evil Ryu's complaints, _**"Whatever. I'm finishing this." **_He sends out a blue horizontal energy wave from his sword at Raven, intending to decapitate her.

Luckily, Raven still has enough strength to duck under the attack in time. "You missed." She mocks him with a smirk.

"_**Did I?" **_The demonic swordsman remarked.

Curious, Raven turns around to face what he did. To her utter shock, she finds herself looking at an open rift in space that was created by his blade. _'A portal? His power is similar to my Semblance. Yet this feels more…demonic.' _She commented.

**BGM-Mega Man X7 OST-Sigma's Theme**

Suddenly, the Goblin King leaps out of the portal and brutally lifts Raven to the air by the throat as he chokes the life outta her. Goblin laughs, _**"Excellent job, Vergil. Did she give you any trouble?" **_

"_**Hmph. Please." **_Vergil turns off his demon form, returning to his human form with white hair swept back while wearing a long, silver buttoned blue coat with three separated coattails. "I am a Son of Sparda, the Legendary Dark Knight. She never stood a chance against me." He claims calmly.

Goblin cackles while looking at the dying Raven in his hands with a sadistic grin, _**"What a disappointment you've been, Raven. The Spring Maiden was wasted on you. I promise to put it into better use." **_Taking out the Universal Seed, Goblin thrust it onto her chest as he siphons out her Maiden power, much to Raven's pain as she yells in terrible agony. Once he was done absorbing her power, he tosses her aside like trash as she lies on the snow helplessly in a near-death state. She weakly tries to lift her head, only for Goblin to brutally stomp it down with his large heel and continuously pins her to the ground to torture her. _**"What's wrong, birdie? Have you finally realized how powerless you are against me?" **_He taunts her with a widely sadistic smile._** "You will REGRET ever betraying me. Once I'm done with you, I'll go after your worthless daughter. Yang and I are gonna have one HELL of a time!" **_He cackles madly directly at the pinned bandit.

Hearing him threatening her daughter like that reignited a spark in Raven's heart as she scowls with rage. Suddenly, she disappeared from beneath his heel, causing Gobby to stomp the snow in confusion, _**"What? She disappeared?" **_

"_**Master, up there!" **_Evil Ryu points everyone to a black bird flying away from the mountains.

"She transformed." Vergil deduced Raven's magical ability to turn into a bird.

Goblin scoffs with a stoic expression, _**"Let her fly away like the coward she is. Dead or alive, I have no use for her anymore. She has served her purpose." **_He turns to his demonic allies, _**"You two. Return to Earth and oversee the production of the Iso-Weapons. The final battle draws near. And I want to be ready to utterly decimate our enemies." **_He ordered before using the Universal Seed to teleport themselves out of the area.

**BGM End**

Shortly after Goblin's crew left, a mystical portal opens as Doctor Strange, Blaze, Qrow, and the Spirit of Vengeance himself, Ghost Rider walk onto the decimated farm. "We're too late. Goblin has stolen the Spring Maiden's power." Strange stated.

Blaze spots Vernal's dead body and approaches, kneeling down to investigate her wounds, "This girl. Was she the Spring Maiden?"

"Not the one I remember." Qrow approaches the princess. "The previous Spring Maiden abandoned her training over a decade ago. Found out she was picked up by the Branwen tribe, a group of bandits led by my sister."

"But our investigations led us to the ruins of their main camp. Most of her tribe were either killed or assimilated into Goblin's forces." Strange remarked.

"_**I sensed demons were with Goblin when he stole the Spring Maiden's power. Their presence felt familiar." **_Ghost Rider states, having sensed Vergil and Ryu's presence in the area.

"Great. He's hanging out with demons now." Qrow sighs while shaking his head in disappointment. "How the hell did my sister get involved in this?" He wondered.

* * *

**That early evening on Earth, at New York City…**

A silent Peter visits a cemetery in Harlem where his beloved Uncle Ben was buried after his death. He stands before the tombstone, staring down at it with a somber expression plastered on his face. He's joined by Ruby, Yang, and Sonic standing behind him as they equally pay their respects to the man who inspired the creation of one of Earth's greatest heroes.

"This is it?" Ruby asks her co-leader about his uncle's grave.

"Yeah…" Peter answered somberly as he continues staring down at the tombstone. "Figured, since you girls showed me what happened to Summer, thought I show you where I buried Uncle Ben after the incident."

"You didn't have to." Yang remarks sincerely with a worried expression, as she has come to understand that talking about Uncle Ben's death is a touchy subject to her boyfriend.

"I know. It's just…I need comfort." Peter replies, depressingly staring at his uncle's grave, "Universes are dying with every passing day because of the Incursions. Innocent people are being scattered across time and space to unknown worlds, far away from their homes. The fate of our worlds rest in my hands. Heck, we wouldn't be in this situation if it wasn't for me. If I was just a little more careful back then, Goblin and I wouldn't have been stranded on Remnant and he wouldn't have been able to enact his plans for universal domination. Your world was the first to suffer because of me. I promised Uncle Ben that I would do everything I could, but now…It feels like every time I do something, I just mess it up." He depressingly confessed to his friends, feeling extremely guilty for Goblin's insane actions against their universes.

Ruby wraps an arm around her friend's shoulders, "Peter. No matter what you tell yourself, you are not a failure. You've become a brother to me. An inspiration to us. If it wasn't for you, Remnant would've been destroyed a long time ago. We've become stronger because of you."

"Your uncle would be proud of the man you've become." Yang places a hand on his shoulder. "He would never hold something like this, something way out of your control, on you." She states with a smile.

"It's like I told you before." Sonic speaks up. "You're not alone anymore. You've made friends that are willing to back you up. You wouldn't have inspired the idea of an alliance between our worlds if you didn't believe we could make a difference."

Peter scoffs with a smile, "Right. We're facing the apocalypse and here I am moping. Thanks." He said with new motivation.

"I know what would really cheer you up. How 'bout we have fun at Coney Island? We're not busy with anything else at the moment." Yang smiles at her boyfriend.

"Oh yes! Always wanted to go there since we first came to this world!" Ruby smiles cheerily.

"Sure. We can head there." Peter grinned.

"Race ya!" Sonic speeds off to the island, with his three slow friends running to catch up with the hedgehog.

* * *

**Coney Island**

**BGM-Sonic Adventure OST-Pleasure Castle**

Soon enough, the four friends arrived at Coney Island, an amusement park located in Brooklyn where anyone can join and have fun all day long. Ruby and Yang glance around in excited amazement to be visiting an amusement park in another dimension, while Peter and Sonic are a little more amazed to be seeing some Mobians displaced here thanks to the Incursions.

"They're a lot more Mobians here last I check." Peter quipped.

"At least they're all having fun." Sonic noted with a smile.

"Something that we should share! C'mon, Petey!" Yang grabs his arm, playfully dragging him across the park for their date. Ruby and Sonic exchange looks and chuckles before happily running off to have fun on their own.

For the next few hours, the young heroes have the time of their lives enjoying the various attractions at Coney Island. Peter and Yang scream in pleasure while riding down the extremely fast Cyclone ride. Ruby puts the pedal to the metal on her go-kart while enjoying a high-speed race against Sonic at the Raceway. Over at a water gun minigame, Peter competes with Yang who could fill up their balloon with water first. Peter manages to pop his balloon first, winning him a stuffed dragon. But then he gets playfully blasted in the face by Yang, who put down her water gun while trying to look innocent. Peter blast her in the face with water before accidently cleaning her up with his mask, which Yang quickly pointed out and caused him to put it away and hand her the stuffed dragon in embarrassment.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-MJ Thrill Ride**

It's getting dark, but the heroes decided to stick around the amusement park for a little longer. Sonic is walking alongside Ruby eating a delicious chili dog while his scarlet friend enjoys a bite from her cotton candy. Nearby, Peter and Yang are sitting together while riding a ferris wheel that gives them a wonderful view of Brooklyn.

"New York is so beautiful during this time at night…" Yang remarks, pleasantly in awe of this gorgeous city.

"Yeah. There's no place like this city on any world." Peter agreed. "It's my home. My playground. And my responsibility."

"Oobleck never asked you why you wanted to become a Huntsman, though I think the answer has become _amazingly_ clear. But I have to ask, what dream do you plan on achieving after you finish school?" Yang asks her boyfriend.

"Dream? I plan on becoming a scientist." Peter answered. "Find work at Stark Industries or Horizon Labs. I really want to push science forward to its utter limit. Use that knowledge to help change the world for the better, both as Peter Parker and Spider-Man. Give everyone a happy life. What about you?" He asks about her dream.

"I dream to travel around the world and get caught in many crazy adventures as I can. And hopefully…" Yang shyly turns away from his face, "One of those adventures would lead me to my mother."

"Raven." Peter remarks quietly.

"I saw her." She revealed, much to Peter's shock. "When we were stopping that train, I took a pretty hard hit. But when I came to, the person attacking me was gone. And I thought I saw…her. Her sword, like the one in Qrow's old picture."

"If that's true, then we know she's still alive and looking out for you." Peter responded.

"I just wish she stuck around a little longer, so I can ask her why she left me." Yang said depressingly.

"You'll find her again." Peter assures her.

"You sure?" She responded dryly. "With these Incursions, our world could be destroyed any day now."

"That WON'T happen. I'll make sure of it." Peter promised with a serious face.

"But, if we do save our worlds, you'll have to stay on Earth forever." She said depressingly, which came as a shocking realization to Peter as he hasn't thought about that yet. "It's your responsibility after all. You can't watch over two worlds. We can't be together anymore." She claims, fearing abandonment by Peter they're done saving their worlds and have to go their separate ways.

"Just because we're from two different worlds, doesn't mean we can't see each other again. I reunited with Sonic and the gang after all. I'm a genius. I'll find a way." A smiling Peter promises her with hope they'll see each other again after the war.

Yang looks at him for a bit before smiling warmly with a heart full of hope, no longer feeling depressed, "Thanks, Pete." The cute couple share a long passionate kiss, before they were interrupted by Peter's phone ringing.

Peter reaches for his phone and answers it, putting it near his ear to hear Maria Hill's voice, _'Spider-Man. This is deputy director Maria Hill. I have an assignment for you. Form a team and meet me at Avengers Tower. Hill out.'_

The call hangs up as Peter turns to his girlfriend, "We got a new adventure awaiting for us. Excited?"

"You bet." Yang nods with a grin.

**BGM End**

* * *

**Later at Avengers Tower…**

**BGM-Marvel Ultimate Alliance 3 OST-Earth's Mightiest Tower**

Spider-Man enters the briefing room alongside Sonic, Ruby, and Yang where they are greeted by Maria Hill and Qrow. "Took you long enough." Hill criticizes them for being late.

"Not like we were able to tell the ferris wheel to hurry up." Spidey quipped.

"Hi Uncle Qrow! Did you find the Spring Maiden yet?" Ruby happily greets her uncle.

"Yeah, but Goblin found her first." Qrow informs the kids they lost the Spring Maiden.

"Shoot! That means there's one more left." Sonic scowled, flaunting his right arm out in anger.

"Does this assignment involve protecting the Summer Maiden?" Spidey asks the deputy director.

"Leave that to Doctor Strange. I have a mission that's more important. But first, meet your new teammates for this mission." Hill gestures her arm to a door next to them.

The heroes that are present turn to the doorway to see a man and a woman walking from it. The man has white hair and an outfit which consists of a red trenchcoat, black fingerless gloves, brown pants and brown boots while also shirtless. The woman appears to be Chinese judging from her traditional blue dress with white shoes. She wears "ox horn" decorations in her brown hair, along with spiked bracelets on each arm.

"Sup, heroes. We ready to have some fun?" The cocky white-haired man greets the heroes with a grin.

"If it isn't the daredevilish Dante and the beautiful Chun-Li. Happy to see you two survived the destruction of your world." Spidey recognizes his old allies from Redfield's universe.

"Happy we'll be working together again, Spider-Man." Chun-Li smiled.

"What's the story on you two?" Yang asks her new allies.

"I work as an agent of Interpol, an intergovernmental organization that focuses primarily on public safety and battling crimes that take place around the world." Chun-Li briefs her new friends on her job description.

"And I'm an awesome devil hunter that's dedicated to exterminating evil demons and having a good time." Dante smiles cockily while briefing them on his work ethic.

"Hunting demons? Sounds like a blast!" Sonic grinned.

"And your sword looks so AWESOME!" Ruby fangirls over his trademark demon sword, Rebellion, that's attached to his back.

"Hell yeah it is!" Dante swings out his sword to show it off a bit. He then whips out her favorite handguns as he spins them on his hands, "Ebony & Ivory are also pretty stylish!" He states while the young huntress admires the guns in awe.

"Now that you're all acquainted with each other, it's time for the mission briefing." Hill gathers the heroes' attention for tonight's mission. "SHIELD has gained intel that the Cabal have a secret weapons factory developing Iso-Infused weaponary, enough to stockpile an army. We need that facility destroyed right away." She briefs them.

"Where do we start?" Chun-Li asked.

"Oscorp." Hill simply replied.

"And we should be shocked _why_?" Spidey quipped.

"The factory is Oscorp property. Go to Oscorp Tower and investigate a possible secret entrance to the facility." Hill explained.

"And since I'm the Osborn expert, you called me to lead this mission. Am I right?" Spidey wisecracked.

"Just don't mess this up." Hill glares at him.

"I dunno. That's up to Qrow's terrible luck." Spidey jokes, pointing a thumb at the huntsman.

"Yours is just as bad." Qrow quipped.

"See? This is gonna be a disaster." Spidey joked.

"Go!" Hill scowls, pointing the team to the exit after being tired of their jokes.

**BGM End**

* * *

**Oscorp Tower, Norman Osborn's Office**

**BGM-Marvel's Spider-Man (PS4) OST-Oscorp Research Station Mission Music Theme 5**

"Dante, found anything?" Qrow asks the devil hunter, as he enters Osborn's fancy and large main office where everyone else is investigating for clues on the weapons factory.

Dante shrugs while shaking his head, "Nothin' in the other rooms. Gee. Where would a crazy supervillain leave clues to his crazy weapons factory?" He jokes while searching the office for clues.

"Maybe there's another secret door like in Lionheart's office." Spidey quipped.

Meanwhile, Chun-Li sitting behind Osborn's desk hacking his computer for information, "Give me another minute to hack his files. Maybe I can learn something."

"Me and Rubes found old blueprints for goblin weapons and goblin armor." Sonic shows the team the blueprints in his hand.

"I think we're close." Ruby believed.

Yang walks around the desk and notices a picture frame depicting Norman with his deceased son, Harry, as they both seem pretty happy with each other. She picks it up with a somber expression on her face, "To think these two were a happy family for some time. Feel sorry for both of them."

Meanwhile, Chun-Li has just finished hacking Osborn's computer and learned some valuable information that got her to smile, "Ah ha! Found something!" She clicks on an icon, which opens a secret elevator hidden behind a wall.

"Nice work, Li." Qrow compliments her.

"I aim to please." She remarks.

The heroes take a long ominous ride on the elevator, taking them from the top of Oscorp all the way down to an underground area deep beneath the building. The heroes exit the elevator, finding themselves in a secret access tunnel with a futuristic hovercar that's big enough to fit all of them. "Whoa. I've visited Oscorp plenty of times. Didn't know there was something like this beneath the building." Spidey commented.

"I found the blueprint of this access tunnel that'll lead us to an underwater complex." Chun-Li explains, as the team take a seat in the hovercar and allows it to drive them to the secret weapons factory. "Apparently, Osborn built it as a secret weapons testing site. Sounds like the perfect place to develop doomsday weapons using ISO-8." She explained.

"Sounds to me like the perfect place to throw a party." Dante quips while relaxing on his seat.

"And to crash one." Sonic snarks.

"By the way Chun-Li, was Ryu one of the survivors of your world that was brought here? Wanted to thank him again for the training lessons." Spidey asks the agent.

"That's part of the reason why I accepted this mission. I think Ryu is in trouble." Chun-Li replied.

"Why's that?" Spidey remarked.

"After we were swallowed by a rift that brought us to this world, we were attacked by the Cabal. They captured Ryu and took him away. Me and Dante tried to save him, but we were forced to retreat." Chun-Li explained.

"Why did they capture him?" Yang asked.

"I assume the same reason why every other villain is interested in him. There's a dark power within Ryu that has repeatedly tried to consume him called the Satsui no Hado. Dark forces have tried to harness this power from him in the past. Hopefully, history hasn't repeated itself." Chun-Li answered.

"Oh yeah. Ryu did mention that during our training together." Spidey remarked.

**BGM End**

Dante feels the hovercar slowing down and looks ahead at their stop. "This looks to be our stop." He remarked. The hovercar stops at a station where they depart from it. As they approach the entrance to the facility, suddenly the alarms went off alerting them to their presence. "Guess we're in time for the party." The demon hunter jokes.

"Gobby is referring to this war as the Goblin Festival." Spidey quipped.

"A festival. Even better." Dante grinned.

**BGM-Marvel vs. Capcom Infinite OST-Battle Theme #1**

The heroes got into fighting position as they are confronted by the Cabal's forces pointing their weapons at them. "Surrender for unauthorized usage of the hover transport!" A War Goblin orders the heroes.

"I'm thinkin'…nah!" Dante mockingly shakes his head before lunging forward with a sword stab from Rebellion, knocking back a crowd of grunts with stylish force.

"Time to party!" Sonic spins onto a Hunter Killer, destroying it in the process.

"Showtime!" Spidey lunges forward with a spinning kick on a Hydra solider.

Ruby bounces off an AIM soldier's face into the air, dropping down with a spinning scythe slash that clears the enemies in front of her before quickly striking down her foes with single attacks. Nearby, Dante and Qrow fight back-to-back, with Qrow taking down War Goblins and White Fang soliders while Dante is effortlessly killing a squadron of Oz Grimm by himself. "Man. These are some of the cleanest demons I've fought in a while." He jokes, stabbing a Oz Arma Gigas multiple times in succession, then finishes with a knockdown stab killing the creature.

"They're called Grimm. Or in this case, Goblin-enhanced Grimm that are more annoying to kill." Qrow remarks, leaping away from the pincer of an Oz Death Stalker, allowing Dante to jump above and kill it with a single stab through its skull.

"Demons, Grimm. Meh. Same crap, different day." Dante quips, whipping out his iconic handguns to unleash a rapid fire of bullets at more goons while Qrow joins him with powerful shotgun blasts.

Meanwhile, Chun-Li prepares herself as Ultron Drones from around her fly towards her. With a loud battle cry, she spins her legs upside down whilst in midair to easily destroy them with her Spinning Bird Kick. A few more fly towards her as she shouts, "Kikoken!" to fire an energy projectile that destroys all but one, as it lands on the ground.

"Stay down!" Yang decapitates its head with a strong left hook.

The warrior females work together, effortlessly knocking down more troops impeding their path. "You guys don't know when to quit, do you?" Yang remarks while confronting more troops.

"Here they come…" Chun-Li states, as the duo confront two Goblin Brutes.

One brute tries smashing his brutal fists on the girls, but they were too fast for him to land a single hit. Yang decided to catch one of the punches, keeping him still while Chun-Li launches a flying kick to the face then deliver a series of rapid kicks with a single leg forward while stationary. With one last kick, she sends the brute flying next to the other brute. This one wields a hammer and nearly crushes the girls with it if they didn't dodge in time. Chun-Li quickly disarms him of his weapon with a kick, allowing Yang to quickly stun him with an explosive punch to the face.

"Haaaaaahh..." Chun-Li charges the full force of her ki in her palms, then shouts, "KIKOSHO!" releasing it as an omni-directional sphere of energy that keeps the brute at bay for a finishing blow from Yang, who briefly uses her Semblance for a fiery explosive punch that knocks him out cold.

"Not bad." Yang smirks at Chun-Li, finding her pleasantly powerful.

"They don't call me the strongest woman in the world for nothing!" Chun-Li smirks back, until they were interrupted by more goons.

"Ready for round three?" Yang gets into a fighting stance.

"Different streets…same fight." Chun-Li remarks while into a fighting stance of her own.

**BGM End**

The army of goons are nearly beaten with Sonic and Ruby using Homing Attacks to knock them down, as Spidey spins from the air slamming web hammer down to the floor, ensuing a shockwave before knocking down the remaining goons with a single swing from his makeshift weapon.

"Why were these guys so mad? We were just crashing their party." Spidey joked.

"This much of resistance could only mean this factory is valuable to them. Let's hurry and destroy it before more reinforcements arrive." Chun-Li figured.

"Gotcha." Spidey nodded, before the heroes run deeper into the depths of the factory.

Soon, the heroes found themselves in the central room of the complex. In here is the metallic factory constantly developing a seemingly endless supply of hi-tech weapons for the Cabal's forces. Each weapon is infused with the energies of ISO-8, in which the Cabal also has a hefty supply in storage.

"This looks to be the factory." Qrow remarks while glancing his head around.

"Look at all the weapons they're developing with ISO-8. It's enough to conquer an entire dimension." Spidey claimed. Suddenly, he's alerted to a dangerous presence about to confront them with his Spider-Sense, "Spider-Sense is going nuts. On your guard! Something's coming!"

**BGM-Super Street Fighter 4 OST-Theme of Evil Ryu**

"_**AHAHAHAHAHAHA!" **_The laugh of a demon startles the heroes into battle formation, as they see someone menacing and powerful dropping down from the air with enough force to surround themselves in a dust cloud. _**"Finally! I was dying of boredom! Show me your strength, or you'll be the ones that'll perish!" **_The demon walks out of the dust cloud, revealing themselves to be Evil Ryu enveloped in his dark red aura.

Chun-Li gasps in shock as she recognizes, "Ryu!"

"You were right! He has been consumed by the Satsui no Hado." Spidey remarked. "What's worse is that I'm also picking up traces of the ISO-Oz Formula in his systems. That must be how Goblin is controlling him so he wouldn't go on a rampage." He stated.

"It's similar to how the formula nearly allowed The Other to control you." Ruby reminds him, which he acknowledges with a nod.

"We'll save him. It's seven of us against one of him. Ryu's powerful, but strength isn't everything." Dante remains cool and confident they could save Ryu.

"Foolishness, Dante. Foolishness. Haven't I told you before?" Much to Dante's shock and surprise, he sees his older brother, Vergil calmly approaching the scene while standing next to Evil Ryu. "Might controls everything. And without strength, you cannot save anyone."

"Who is that? He almost looks like Dante." Yang remarks on the similarities between Vergil and Dante.

Dante scoffs, "What a touching reunion. Right, brother?" He reveals his relations to his new friends.

"Brother?" Qrow remarks with a shocked expression.

"My name is Vergil." He introduces himself. "I'm Dante's older brother. He and I are the twin sons of the legendary demon, Sparda. Though we are twins, my strength is unmatched." He claimed.

"And yet there must be a stupid reason why you joined the Cabal who got our universe destroyed." Dante interrogates him for his reasoning of joining the Cabal.

"Power. It has always been about power. When the Incursions brought me to this Earth, the Goblin King offered me an endless supply of ISO-8 that'll grant me limitless power if I help him build his new universe." Without moving, Vergil telekinetically summons several ISO-8 crystals that circle around his body.

**BGM End**

"And what do you plan on doing with all that power?" Dante asked.

**BGM-Marvel Ultimate Alliance 3 OST-Bring on the Bad Guys**

"You already know the answer." Vergil absorbs the crystals into his body while slightly unsheathing his demon sword, Yamato.

Dante scoffs with a serious face before blitzing at incredible speeds towards his brother, briefly locking his sword against his before the two brothers clash fiercely. Chun-Li quickly turns to her friends, "Qrow, Ruby, help Dante! The rest of us will save Ryu!"

"On it!" Qrow responds, as uncle and niece rush to Dante's aid.

Meanwhile, Chun-Li stands together with Spider-Man, Sonic, and Yang as they confronted the corrupted Evil Ryu. "And how are we gonna save him?" Sonic asks the officer.

"As Ryu would always say, 'The answer lies in the heart of battle'." Chun-Li answered.

"_**That Ryu is gone! No one can stop me! Violence is who I am!" **_Evil Ryu savagely gathers a concentration of dark ki in each hand then forcing them together while assuming the Hadoken stance. _**"TIME TO DIE!" **_He unleashes the Metsu Hadoken as a dark energy beam at Spidey's squad, which they quickly avoid and allow it to blow a large hole in the complex.

"Careful Ryu! We're in an underwater complex. And one of us can't swim." Spidey joked.

Sonic rushes forward at blitzing speeds, attacking and taunting Ryu from all angles while he's too helpless to do anything against him, "Let's see how the Satsui No Hado can keep up with my speed!"

"_**Your speed is NOTHING against true power!" **_Ryu seemingly teleports away from his attacks, stunning the hedgehog for a moment until he was knocked down by a brutal axe kick.

"Then how 'bout teamwork? Always worked for us." Yang quips, as Spidey webs up the warrior for her to swing her fist on his face, then allowing Chun-Li lunge at him with a powerful flying kick that knocks him away.

"Come on, Ryu! Fight off that dark power and return to the side of justice!" Chun-Li tries reasoning with him to break free from the Hado's control.

"_**You will be defeated. Justice means nothing to a demon!" **_Ryu jumps high into the air, unleashing a wad of energy balls that spread around the battlefield.

"We have sundaes! Demons love sundaes!" Spidey jokes while his team are dodging the energy ball barrage with their lives.

Ryu blitzes down on Chun-Li with a diving kick, knocking her away. He quickly turns to throw a fierce punch at Yang, who blocks the attack with her gauntlets. Spidey zips in from the side with a punch of his own, only for Ryu to effortlessly block it with his free hand. But this left him defenseless to a powerful Spin Dash from Sonic, which briefly sent him flying until he flips in midair and lands safely.

"_**Witness the power of Satsui!" **_Ryu charges at the kids at frightening speeds, delivering a brutal Shoryuken to each teen that launches them into the air. Ryu jumps higher above them as he gathers dark energy into his right fist before diving at the heroes.

"Oh boy!" Spidey notices the attack coming and quickly surrounds himself and his two friends in a large web sphere for protection.

"_**Death's embrace awaits!" **_Ryu hits the web sphere with his energy fist, driving it into the ground as the impact causes a large explosion that obliterates the webbing and craters the ground.

Thankfully, the three teens weren't too badly hurt while they lie on the ground. Before Ryu could kill them, Chun-Li comes to their rescue with her Spinning Bird Kick that launches him into the air, then delivers a series of spinning kicks before brutally slamming him down with one powerful kick.

Thanks to Chun-Li, her friends recovered standing as they see her performing her best against Evil Ryu. "Had a feeling beating this guy wouldn't be easy." Sonic commented.

"Then it's time to get serious, and put my training and our teamwork to good use." Spidey remarks with a plan in mind.

Meanwhile, Chun-Li tries rapidly kicking Ryu with a flurry of kicks but he keeps parrying them as his rage grows stronger. With a loud roar, he sends her flying with a hurricane kick as she nearly hits the wall, only to be saved by Sonic at the last second. _**"You!" **_Ryu snarled.

"You betcha!" Sonic quips before revving up a Spin Dash.

Ryu prepares a Hadoken to stop his attack, only to be interrupted by an explosive punch to the face by Yang. The two combatants clash furiously, with Yang appearing on the losing end. But this gave Sonic enough time to unleash a powerful Spin Dash that severely hurts Ryu, but was left strong enough to grab Yang's arm and swing her like a bat to smack away the hedgehog.

"Webdoken!" Spidey fires a web ball at Ryu to annoy him immensely. "You remember the Way of the Spider you helped teach me? You don't? That makes you a terrible teacher. Here, lemme remind you!" The webhead overwhelms Ryu with his kung-fu skills, attacking him up close and personal with his spider-speed while striking his pressure points using his spider-strength.

Spidey ends his Spider-Fu combo with a kick to the stomach, sliding him backwards until he stopped. Enraged, Ryu growls and lunges at the webhead shouting, _**"Messatsu!" **_as he intends to kill him with the Raging Demon.

"Uh oh! Spider-Sense don't fail me now!" Spidey stands in defensive position as Ryu initiates the Raging Demon, which will deliver a blinding series of relentless attacks that could surely kill him. Luckily, Spider-Man has a Spider-Sense and Spider-Fu, allowing him to clash evenly with the Raging Demon and deflect nearly all of his ruthless blows.

The clash ended in a stalemate, with Ryu expressing his utter shock of his survival, _**"Impossible! No mere bug could survive the Raging Demon!" **_

"Gotta love Spider-Fu!" Spidey knees his trainer in the face, knocking him backwards as he shouts, "Yang!" to get her attention for their team combo. Spidey dashes forward and unleashes his Crawler Assault on Ryu while shouting, "Spider…!"

He kicks him towards Yang, who pummels him with a few explosive punches while shouting, "Dragon…!" before uppercutting her opponent into the air.

Spidey and Yang jump higher above Ryu, while the webhead activates his silky blue X-Aura and forms a webbed fist, and the huntress activates her fiery yellow Semblance and charges up a flaming punch. "SMASH!" The power couple shouted, smashing their fists simultaneously onto Ryu's face, fiercely launching him into the ground, forming a massive crater upon impact and left the dark warrior completely unconscious as it seems the Satsui No Hado is evaporating out of his body and returning him to normal.

"I must admit…beating the living darkness out of you…was a great honor." Spidey mocks while standing next to his powerful girlfriend.

**BGM End**

**BGM-Ultimate Marvel vs. Capcom 3 OST-Theme of Vergil**

Evil Ryu has been defeated, but the fight against Vergil is showing no signs of cooling down. Empowered by several ISO-8 crystals, Vergil is calmly holding his own against the likes of Ruby, Qrow, and Dante at the same time. Dante goes in alone for a bit to clash blades with his brother. "I won't lose to the likes of you…little brother!" Vergil mercilessly impales his brother through the chest before kicking him back to his allies.

"Dante! Are you okay?!" Ruby expresses extreme worry for him after she saw him get stabbed straight through.

Dante simply groans while standing from the flesh wound, "It's okay, kid…Wouldn't be the first time big bro stabbed me with a sword." He quipped.

"We'll help you get an opening, then you let him have it." Qrow tells him with a plan in mind.

"Knock yourself out." Dante quipped.

Both uncle and niece dash towards the calm Vergil with their sword and scythe respectively. The demon swordsman summons several spectral swords that encircle his body before easily deflecting the relentless strikes from both huntsmen. "Scum." Vergil has his swords cease spinning and appear behind him, firing all of them at Ruby and send her flying through factory equipment.

"Ruby!" Qrow shouts in concern, which left him briefly distracted to a kick that knocks him away.

"You remind me of that woman I defeated earlier. You two are also twins." Vergil can easily tell that Qrow and Raven are twin siblings.

Qrow lets out a small gasp of surprise before scowling while standing, "So you're the demon Ghost Rider was talking about. How do you know her?" He asks about his sister.

"I don't answer to weaklings." Vergil mocks, tripping up Qrow with a Judgement Cut as he dashes towards him.

Just before Vergil could swing his sword at the huntsman, Dante quickly came to his rescue and blocks the attack with his own sword. "Then maybe you'll answer to me!" He slashes his brother into the air. "And her!" He shouts, surprising Vergil with Ruby's sudden return as she leaped through the air and slashes him away.

Ruby lands near her two allies and hands each of them an ISO-8 crystal, "Here! Found us some ISO-8 that should even the odds!"

"Good thinking, kid. And I know just what to do with it. Urraaagghh!" Dante lets out a powerful shout, absorbing the ISO-8 before unleashing a burst of demonic power. A moment later, Ruby and Qrow look at Dante's demon form and are left stun with shock at his transformed demonic appearance with the red foggy aura.

"Whoa…" Ruby remarked.

"He transformed…into a demon." Qrow remarks with widen eyes.

"_**You motivated, V?" **_Dante asks his brother with his new demonic-like voice.

Vergil scoffs with a smirk before releasing his full power, activating his own Devil Trigger as he enters his demon form. _**"Now I am." **_He responded.

In an instant, both transformed demons blitz at each other and clash intensely at devilish speeds that are too fast for either Ruby or Qrow to keep track of. The demon brothers seem evenly matched now, with Vergil easily deflecting his little brother's endless rounds from his guns, and Dante effortlessly flying away from his big brother's dimensional slashes that fills the arena. Dante lands a severe blow on his brother before he was slash onto the ground, quickly standing back up to instantly block a charging Vergil's attack.

"_**Your power fails you, Dante. You don't have the will to combat my own." **_Vergil mocks his brother, breaking through his guard and slashing him various times, while summoning his spectral swords to hover over him. He then turns his back, sheathing his sword while his Summoned Swords skewers his brother and leaves him consumed in the ensuing explosion, leaving Vergil with the thought that he has won.

"_**Real power doesn't come from space rocks." **_Suddenly, Dante's voice surprises his brother as he jumps out of the smoke cloud, _**"It comes from the will to protect others!" **_The demon hunter then slashes his elder brother numerous times while pushing him backwards. Dante jumps back briefly, allowing Ruby and Qrow a piece of the action while charged up with ISO-8 and wielding their respective scythes. The two scythe-wielders blitz Vergil several times, and before he had the chance to counterattack, Dante suddenly charges on him with his dashing Stinger technique using his sword. _**"You're finished! JACKPOT!" **_Dante nails the final Stinger, piercing his brother and sending him into a devastating red ring of demonic magical energy that leaves his brother defeated.

**BGM End**

Sitting on his knees, Vergil pants in exhaustion from his defeat, even after he lost the strength to maintain his Devil Trigger. While standing between Qrow and Ruby, Dante turns off his Devil Trigger as he taunts his defeated brother, "C'mon, get up! You can do better than that."

Vergil scowls, grunting as he gains the strength to stand on his feet, "I won't lose next time, Dante. I will gain more power. Before the final Incursion, I _will _end you." He declares before opening a rift with his sword and escapes through it.

"It terrifies me how much your brother and my sister have in common." Qrow quips to the devil hunter.

"And they're the reason why we can't have nice things." Dante jokes, which got a little chuckle from the smiling Qrow as he couldn't agree more.

Behind them, Chun-Li approaches them saying, "Looks like he got away. Thankfully, we managed to shut down this facility and freed Ryu from the Dark Hado. SHIELD will be here to confiscate the weapons and ISO-8."

"Awesome!" Ruby smiled.

"Ryu?" Spidey says in concern for his awakening trainer, as he, Yang, and Sonic help him on his feet.

"I-I'm alright…My thoughts are clear…I feel…at peace." Ryu states, having subdued the Satsui no Hado for now and returned to the side of justice.

"Why does that give me a bad feeling?" Qrow quipped.

In that moment, Sonic looks up after spotting something odd. He looks on top of a large tank to see a black bird staring down at them. "What's a bird doing in here?" He questions, which got everyone's attention to the bird.

Qrow gasps in shock as he instantly recognizes that bird as her sister, "You?!"

The bird flies down behind the tank, transforming into the maskless Raven Branwen, greatly shocking Peter and Yang as they recognize her as well. Peter remarks, "What the?! You're…!"

"Mom?!" Yang shouts in surprise.

"HUH?!" Peter turns at her with an utterly shocked tone in his voice, as only now he has found out Raven was his mysterious partner that helped him briefly back on Remnant.

"Your mother?" Sonic remarked calmly.

"Raven…" Ruby said with a stunned stare.

"In the flesh. Noticing the family resemblance?" Raven quipped while approaching the heroes.

"What is this? Twin Siblings Reunion Day?" Dante joked.

"Wait. I remember you…From that farm." Ryu vaguely remembers her from his time as Evil Ryu.

"I remember her from Remnant! You mean to tell me the woman that had been helping me fight the Goblin Nation for some time was Yang's MOM?!" Spidey reacted in surprise.

"You've been teaming up with my mother and never TOLD me?!" Yang shouts at him with a furious glare, thinking he's been hiding the fact of his meetings with her mother.

"I didn't know it was her! She was wearing a MASK and was too stubborn to not tell me anything!" Spidey argues with his girlfriend.

"I only told you what was relevant." Raven remarked.

"And hiding the fact Yang was your daughter wasn't relevant?!" Spidey retorts at her.

"What are you doing here?!" Qrow asks his sister.

"Yeah, 'cause last I heard you're supposed to be dead. I don't sense the Spring Maiden power within you anymore." Spidey remarked.

"YOU were the Spring Maiden?! How?!" Qrow faces his sister with a furious expression.

"Long story." Raven replies calmly to his face.

"Then start talking! You killed her, didn't her?!" Qrow argued.

"It was mercy!" Raven retorted.

"I bet it was." Qrow doesn't believe her lies for a second. "Why are you here?!"

"To get revenge on Vergil, but _you _beat me to the punch." Raven replied.

"Apologizes if my brother was a jerk, which I hear you also share." Dante quips casually.

"Then I have no reason being here." Raven remarks as she turns around, preparing to make her leave.

"WAIT!" Yang shouts while approaching her mother to have a face-to-face conversation with her at last. "You _know _that I searched for you. I spent years looking for you." She says, glaring at her estranged mother.

"And you've found me. You were patient, determined, and strong enough to make your dream a reality. Well done, Yang." Raven replied, nearly sounding like she's mocking her own daughter.

"Is that how you greet the daughter you haven't seen since _birth_?" Spidey retorts, getting a little angry at Raven's attitude. "She nearly got herself _killed _multiple times searching for her, and only _now _you decided to visit when our universes are on the brink of _destruction_? You're almost as heartless as Osborn!" He compares, which shocks her to an irritated scowl.

"If that's how you think about me, I'll take my leave." Raven turns her back to the heroes.

"OR you can stay! Join our alliance! Only together we can beat Goblin and save our worlds! I KNOW there's good in you!" Spidey desperately offers her the choice to join their alliance.

"You don't know me! I only helped you before because Madame Web _forced_ me to! I never wanted to get involved in your war! There is _no _saving our worlds! There _is _no beating Goblin!" Raven argued while facing them.

"You're wrong." Ruby argues calmly. "We've done things that most people would call impossible, and I know the only reason we were able to do it is because we didn't do it alone! We had people to teach us, people to help us, we had each other. Work with us. At least I know we'll have a better chance if we try together. Please." Ruby holds her hand out, which seems to piss off the bandit as she glares at it.

"You sound just like your mother." Raven states, shocking the young huntress.

"And it was because of _my _mother's death is the reason why Vergil is so obsessed with power." Dante speaks up, which gets everyone's attention as he's acting serious for once. "I'll admit. I'm starting to see the similarities between him and you. But, I'm also seeing some differences." He approaches the rogue huntress. "You have problems. I get that. But you shouldn't be _afraid_ of family. You didn't come here for Vergil. You came here to protect the _one _thing you can't afford to lose." He stated, cleverly deducing that Raven is afraid and only showed up to make sure her daughter was safe.

Raven scoffs in annoyance, but subtly in shock that a flippant guy like Dante can easily see through her actions and personality. Knowing that she has lost this argument, Raven turns her back to the heroes as she draws her sword and creates a portal with her Semblance that she walks through to make her leave. "WAIT!" Yang shouts while rushing to stop her. But she was too late. Raven left through the portal, abandoning her daughter again.

"She's gone." Chun-Li remarked.

"Ah geez." Sonic comments with an annoyed expression while crossing his arms.

Spider-Man somberly looks at Yang as tears stream from her eyes, before she falls to her knees as she breaks down crying. He was going to comfort her loss, but surprisingly, Dante beat him to the punch. The demon hunter kneels down next to the crying huntress, placing a gentle hand on her shoulder to get her attention. "Chin up. She'll come around. Until then, stay strong." He said optimistically with a smile, seemingly cheering her up as SHIELD agents finally arrive to take control of the weapons factory.

* * *

**The Next Day at Avengers Academy…**

**BGM-Street Fighter 5 OST-Ryu's Theme**

Inside a training room, Ryu ties up his headband before turning to his training partner for today. "Are you ready?" He asks them.

He faces his opponent, who happens to be Yang as she finishes tying up her hair with her own red headband. "Ready!" She smiles with a determined look, as she can't wait to train with one of the best fighters of their worlds.

"That look! You might have the potential to wield the Hado!" Ryu stated.

"As long as it doesn't turn me into a power-hungry demon! C'mon, let's get started!" She said enthusiastically as she takes a fighting stance.

Ryu smirks as he takes his fighting stance before they start their training session. Ryu begins training Yang to become a better fighter, while they are being watched by Spider-Man, Sonic, and Ruby near the entrance. "Never seen Yang so determined before." Ruby smiles proudly for her sister.

"Which is good. She's learning to become a better fighter not just for herself, but to protect her loved ones. Something her mother should take notes." Sonic grinned.

"It'll be a lot harder when she's a bird. She's probably just enjoying the show." Spidey quipped.

Yang is having fun learning new skills and can tell she is growing stronger with every second she's training with Ryu. Unaware to her, she is being watched by her mother in bird form from outside the window. It's hard to tell while she's a bird, but she seems to be proud of her daughter's growth in strength and character.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Dante, Chun-Li, and Ryu officially join the alliance, while Vergil has joined the Cabal. Raven is doing her own thing. We'll see her again. Hopefully before the end of everything, which is rapidly approaching. Next chapter will introduce the last of the Capcom heroes guest-starring in this story. Look forward to it. Also, Dante and Vergil's outfits are based on their **_Marvel vs. Capcom _**looks, which in turn in based on their **_Devil May Cry 3 _**appearance. Don't even begin to ask me where this story takes place in the **_Devil May Cry _**continuity because I don't care and neither should you. Same could be said for those who are strangely bothered by the Capcom characters living in the same universe. **

**Guest (Chapter 67): How about no?**

**Danny: You haven't been paying attention to the story, have you?**

**barrera2009: I'll continue writing fanfic until I run out of ideas, have more important things in life to take care, or I become a billionaire.**

**Jufesocar: Sometimes people say **_**Battle for Remnant **_**is their favorite, even though I personally thought the original didn't age very well. And no, I don't read Spanish and have no interest in the web comic.**

**Next time: The ultimate robot! Knowhere to run!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	69. Vol 3 Issue 19: The Ultron Revolution

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Teamed up with Dante and Chun-Li to shut down a secret weapons factory supporting the Cabal. It was guarded by Dante's power-obsessed brother, Vergil, and Ryu, who was corrupted by the Dark Hado. We saved him and sent Vergil packing, before having an intense reunion with Raven. I feel like such an idiot for not realizing that mask lady was Yang's mother sooner. And then she left her daughter again! But Dante seems confident she'll return. Hopefully it's before the apocalypse.**

**BGM End**

* * *

_Vol 3 Issue 19: The Ultron Revolution_

**New York City, Avengers Tower**

**BGM-Marvel Ultimate Alliance 3 OST-Earth's Mightiest Tower**

On the roof of the tower, Captain Marvel is standing alongside Knuckles, Winter, and Chris Redfield next to a large circular green heliport with the Avengers logo painted on its surface and a metal fence surrounding it. They appear to be waiting for someone, as they see a Quinjet about to land at the docking bay. Walking out of the jet are three heroes that seem to be from a different galaxy. The green woman clad in white armor is Gamora, deadliest woman in the galaxy and member of the Guardians of the Galaxy. Next to her is another member of the Guardians is the small intergalactic bounty hunter, Rocket Raccoon, who is not actually a raccoon. And finally, the man wearing a golden helmet is Nova, the human rocket and a prime member of the intergalactic Nova Corps.

The Guardians walk towards Captain Marvel's group while Rocket notices the mobian echidna saying, "What part of Halfworld were you from, boxing gloves? And I'm so sorry you ended up in a mudball planet like Earth."

"I'm from Mobius, furball." Knuckles retorted.

"Mobius? Doesn't sound like a planet from this dimension." Rocket quipped.

"These are the Guardians of the Galaxy you spoke of?" Winter asks the Avenger.

"That's right." Carol nods before turning to her galactic friends, "Nova. Glad you're all safe. Things have been pretty crazy here on Earth. What's been going on out there in the rest of the galaxy?" She asked.

"Trouble." Nova answered.

"The small-scale Incursions are becoming more frantic." Gamora explains. "Civilizations from different universes are colliding with planets in our galaxy. Some alien races have threatened to destroy Earth to prevent a large-scale Incursion from destroying this universe." She informs the Earth heroes.

"The Guardians and the Nova Corps have been working overtime to prevent any invasions. But according to the latter, there are only a few universes left and we have about a week until our universe collides with another." Nova informed.

"We're running out of time." Redfield stated.

"We might have a solution stopping the Incursions and reversing the damage." Carol claimed.

Rocket chuckles, "Let's hear it."

"It requires three sets of Emeralds from three universes: Chaos, Sol, and Cosmic. We have all the Sol Emeralds, and Mister Fantastic is about done completing a fifth Cosmic Emerald using ISO-8. We're still missing two Chaos Emeralds." Carol informs the Guardians.

"Then let's get treasure hunting." Nova quipped.

"And what of the Cabal and the Universal Seed?" Gamora asks her.

"If we can pinpoint the Cabal's base, we can hurry and secure the Seed before they finish collecting enough energy." Carol answers with a plan to defeat the Cabal.

"Understood. We'll start searching right away." Gamora nods in understanding as she walks away with the rest of her allies to begin searching for the Cabal and the remaining Chaos Emeralds.

* * *

**Meanwhile at Avengers Academy…**

In a training room, Weiss holds her rapier at the ready. Doctor Strange stands near her, rubbing his muzzle with his hand as he watches her in curiosity and wonders if she's ready to master a certain ability she has had trouble with for some time. Weiss steps back and twirls as a stream of blue-white light coming from the tip of her sword. On the close of her twirl, Weiss holds it aloft before striking the tip to the floor. A Summoning glyph appears, with the Arma Gigas' sword slowly but surely beginning to merge. Weiss' eyes are shut as she concentrates, causing the glyph to glow brighter and spin faster. The room slightly tremors as it is consumed in a bright white light.

The light abates to reveal Weiss covering her eyes with her arm, as she hears a knock on the door and sees it opening for a worried Tails and Penny. "Weiss! Are you alright?!" Tails asked after hearing the small tremor.

"Whooooa…" Penny remarks in awe at what she's seeing, as Tails' widen and he leans backwards, looking amazed. Weiss smiles at her friends and turns to face the Arma Gigas she successfully summoned.

"Yes." Weiss answers to Tails' earlier question, as her summon goes down to one knee and bows at its master.

"Congratulations, Miss Schnee. You are finally mastering your Summoning abilities." Strange compliments his student.

"Thanks to your teachings, Doctor." Weiss smiles at her instructor before turning back to her friends, "How are you two doing today?"

"Great. Mr. Stark invited us for a tour of Stark Industries! He wanted me to ask you if you're interested in joining us." Tails smiles, inviting Weiss for a tour over at Stark Industries.

"I would love to join you guys. Just allow me to get myself cleaned up and we'll be on our way." Weiss accepts the invitation. Before leaving, she turns back to Strange one more time, "Thanks again for everything, Doctor. I'll see you tomorrow." She smiled.

"Take care of yourself." Strange nods with a smile of his own.

Weiss approaches her friends, as they walk away towards the exit. But for a moment, Weiss suddenly stops as she hears a ringtone on her upgraded Scroll powered by ISO-8 that can receive calls from Earth to Remnant. Pulling it out, she sees the caller ID labeled "FATHER", and glares at the device, putting it back from where she got it unanswered before returning to her friends.

**BGM End**

* * *

**Later at Stark Industries Main Plant…**

**BGM-Sonic Adventure OST-Welcome to Station Square**

Located on the shore of Long Island, New York is Stark Industries Corporate Headquarters, featuring extensive research and manufacturing facilities and vast corporate offices that make up the backbone of Stark Industries. Its CEO, Tony Stark, is personally giving Weiss, Tails, and Penny a tour of his facility, after handing each of them new hi-tech visors.

"How're you kids liking our new Stark HUD 2020s?" Stark asks his guests.

The young heroes are pleasantly amazed with their Stark HUD 2020, which utilizes the Heads Up Display technology in Iron Man's helmet. They look around the facility with the visors while testing out its many features like geolocation services and tourist information, weather and traffic updates, and even a matchmaker targeting app.

"This is some incredible piece of technology, Mr. Stark." Weiss remarks with a smile.

"If you think those are impressive, wait 'til you see what else we're developing. Follow me." Stark gestures the kids to follow him through a hallway. They pass by a lab with clear see-through windows and see scientists helping a man wearing an exoskeleton prototype. "That right there is the HazTech Exoskeleton, based on the Iron Man armor for the medical and industrial fields. The suit utilizes a full-body matrix of hyper-sensors and nano-hydraulics, capable of detecting and amplifying muscle and body movements to protect the body from high impacts and extreme temperatures." Stark briefs the kids on the exoskeleton. He then gives a tour to a room where a man is using holographic illusion technology to relieve a memory with his deceased father. "That man over there is testing the Binarily Augmented Retro-Framing, or B.A.R.F." Stark named.

"B.A.R.F.?" Tails questions with a strange expression.

"I'm still working on that acronym." Stark quipped. "It relies on a complex holographic system. An extremely costly method of hijacking the hippocampus to clear traumatic memories." He explained.

"Sounds refreshing." Penny smiled.

Stark then leads the group into a large circular chamber where the building's giant Arc Reactor is installed in the center. Watching the Arc Reactor spinning with its clean energy is the beautiful redheaded secretary, Pepper Potts. "And marveling at my _lovely _Arc Reactor is my equally lovely personal assistant, Pepper Potts." Stark says, getting his assistant's attention. "Hey Pep. Wanna give your awesome boss a kiss?" He joked.

"Don't be cute, Tony." Pepper quips, before shaking hands with Weiss, "Pepper Potts, Executive Assistant of Stark Industries." She greeted.

"Weiss Schnee, heiress of the Schnee Dust Company." Weiss introduces herself.

"Nice to meet you, Miss Schnee." Pepper smiled. The redhead turns to her boss, "Tony, I just received a call from General Ironwood. He wanted to ask if you're interested in a collaboration with Atlas to rebuild Amity Colosseum so it won't get blown up by another space laser."

"Why am I always the one cleaning up after Osborn? He needs to grow up and clean up his own messes that doesn't involve universal destruction. Alright, I'll see what I can do." Stark replied, reluctantly going to help Atlas with the reconstruction of Amity Colosseum.

Meanwhile, Tails and Penny get a closer look of the huge Arc Reactor while admiring its revolutionary design and energy potential. "Wow. I never seen a reactor this big before." Tails remarks in pleasant awe.

"The Arc Reactor is our greatest invention. Provides limitless clean energy to the building for years to come. An energy source so powerful it makes the nuclear reactor look like a AAA battery." Stark boasted.

"The Schnee Company tried to develop its own reactor using Dust, but was stolen and used to nearly destroy the world." Weiss remarks, slightly embarrassed while recalling the Dust Reactor was used during the Goblin Invasion.

"Osborn hates competition. Do anything to destroy it. He's petty like that." Stark quipped.

"So I've been wondering, if it's alright with you, when did you inherit control over Stark Industries?" Weiss asks the experienced businessman, wanting to mentally jot down notes for the day she inherits her family's company.

"I was 21 when I inherited the company, after my parents died in a tragic car accident. Focused the company in building weapons, until I was kidnapped by terrorists and forced to build a new superweapon. Escaped with battle armor and decided to focus my skills in protecting the world, as a hero and billionaire playboy industrialist." Stark briefs the heiress on his backstory, which she found greatly inspiring.

"Incredible! That's the kind of person I want to be when I inherit my family's company." Weiss replied.

"You want to be a billionaire playboy? Playgirl?" Tony quipped.

"Tony." Pepper glares at him.

"I'm just asking." He joked.

Weiss then frowns somberly, "And I'm sorry for what happened to your parents."

"Ah, it's okay. Didn't have the best relationship with my dad. The only time I saw him smile is when he sent me to boarding school when I was seven." Stark remarks casually about his relationship with his father.

"My father fits that category. Tried to call me earlier. Most likely to convince me to come home to Atlas even though the world is ending soon." Weiss responded, looking away in worry.

"I never got the chance to say goodbye to my father. I hate him, but he was still my dad." Stark remarks, getting the heiress' intrigued attention. "Got an idea. How 'bout we arrange a dinner date with your folks. You, me, your sister. Even Pepper if she's not too shy." He jokes while looking at his assistant.

"I'm indecisive." Pepper responded.

"I dunno…" Weiss remarks unsurely, thinking it's a terrible idea.

"In the chance we can't save the world, might as well spend one last night with family." Stark smiles at the heiress, who ponders on his recommendation while thinking about her next decision.

**BGM End**

Tails flies around the Arc Reactor, continuing to admire its design while taking mental notes for potential future projects. Suddenly, a dimensional portal opens up from the Arc Reactor, surprising the fox as he falls near his friends. "It's a rift in spacetime!" He remarks in surprise.

"I didn't schedule to meet with an Incursion." Stark scowls. Mentally, the playboy summons the nano-machines kept inside his body to manifest itself as the Bleeding Edge Armor. As his faceplate covers his face and his eyes lights up with energy, Iron Man says to Pepper, **"Pepper, stay behind me! Everyone else, be on your guard! We don't know what's going to come out from that portal. Could be ugly."**

Weiss swings out her rapier while Penny is ready to summon her swords. Tails get into a serious fighting stance as Pepper stands behind Iron Man for protection, as the armored avenger aims his gauntlets at the portal, ready to fire repulsors if their new guest is hostile.

From within the portal are two screams that can be heard. One belonging to a male and the other a female. Crashing out of the portal are two human-looking individuals. One of them appears to be a blue android male in his mid-teens and has green eyes and a red jewel on his forehead. The other is a female human teenager wearing a pink t-shirt with a skull-shaped family mark and a small blue jacket.

The girl quickly springs her head up with a surprised expression and asks, "Where am I?! How did I get here?!" She then turns to the awakening blue android and immediately gasps with joy, "Mega Man, there you are! I found you!" She hugs him, much to the robot's confusion. But then she gets a closer look at the android and realizes, "Wait! You're not Mega Man! Who are you?!" She asks angrily.

"Uh, I'm X. Who are you? Where are we?" X asks, glancing at his unfamiliar surroundings.

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Tron Bonne**

Realizing these two aren't threats, Iron Man puts down his gauntlets and jokingly remarks, **"Oh. It's just Tron Bonne. What're you doing here, pirate kid?"**

Tron turns to the playboy and immediately recognizes him, "Hey! You're that billionaire goody-armored two-shoes! I don't know why I'm here! One second, I was stealing loot when another Earth collided with mine! Next thing you know, I was swallowed up by a portal and been falling for what felt like hours!" She ranted.

"A similar experience happened to me too." X commented.

"**And who are you? You look like Mega Man's older brother." **Stark quipped.

"Are you a robot?" Penny asks the android.

"I'm a reploid. My name is X. I'm a member of the Maverick Hunters." X introduces himself.

"**Maverick Hunters? That means you know Zero." **Stark remarked.

"Zero? How do you know him?" X responds in shock.

"**We met a while back when Doctor Doom and Albert Wesker tried to conquer both our worlds, which nearly got them eaten by Galactus." **Stark replied.

"That's right. I recall Zero mentioning about heroes from a parallel Earth. Nice to meet you." X nods in politeness. "Do you have any idea why we've been brought into this world?"

"**It's complicated. Shorten to the point, worlds are colliding again and we could use your help. Both of you." **Stark offers X and Tron Bonne to join their alliance against the Cabal.

"What's in it for me?" Tron asks with her hands behind her hair, visibly uninterested to play hero again.

"Is staying alive not good enough for you?" Weiss faces the annoying Bonne.

"I'm a pirate. I take lives from others. You look like a rich princess. Have anything to offer me beside an attitude?" Tron asks with a smug look on her face, quickly getting on Weiss' nerves as she growls angrily at the pirate.

"**If you help us, we'll pay you. Is that enough?" **Stark offers the pirate.

"I suppose." Tron accepts the offer.

"**Good. Let's go find Cap and get you up to speed before more uninvited guests shows up in my building." **Stark jokes, while the group and the new recruits walk out of the Arc Reactor building.

**BGM End**

* * *

**Remnant, Dimensional-displaced Holoska**

**BGM-Sonic Unleashed OST-Cool Edge (Night)**

Thanks to the Incursions, the small icehouse village known as Holoska from Sonic's world was displaced to Remnant somewhere in the continent of Solitas. It was under siege by Grimm when attracted to the scared emotions emitted from its civilians, but thankfully a team consisting of Ant-Man, Cinder, Emerald, and Mercury are on the scene protecting the village.

"CHILL!" The giant Ant-Man quips, smashing a Frosted Petra Gigas into pieces with one colossal punch. He shrinks back to normal size just as his allies finished killing the remaining Grimm in the village, "And stay frosty, snowflakes. The village is safe. Looks like we're done here." He turns to his teammates.

"Good. Can we go now? I'm wearing a jacket and it's STILL freezing!" Emerald shivers intensely from the freezing climate.

Ant-Man's group turns around when they heard Sonic running towards them with Rocket Raccoon, flying with his jetpack, and Spider-Man and Yang riding on their respective Extreme Gears. "Good job keeping Holoska nice and chilly." Sonic compliments Ant-Man's team.

"Remnant's not named Earth but it's just as messy. I mean, shadow monsters all over the planet? Can't you people be organized?" Rocket mocks the planet and its inhabitants.

"We didn't ask for your opinion, you stupid raccoon." Yang glares at the alien raccoon.

"And I didn't ask for your opinion on my opinion." Rocket retorted.

"Spidey, how was things at Mantle?" Ant-Man asks the webhead on the status of his mission.

"City's safe. Those universal-displaced Badniks were nothing that we couldn't handle." Peter answered. "The real worry are the Incursions. The small-scale rifts are becoming more and more hectic. And we only have a few days left 'til Earth and Remnant experience a large-scale collision with another universe." He said.

"You're the heroes. We're just the volunteers. What do we do?" Mercury asks the webslinger.

"We need to find the remaining two Chaos Emeralds, but we haven't been able to pick up a signal. They could be in any universe. The ones that are left hopefully, and weren't destroyed by an Incursion." Spidey replied.

"That would be an issue." Sonic remarked.

**BGM End**

Then, Rocket feels his holographic handheld vibrating in his pocket and takes it out to look at an urgent notification. "Keep a lookout, humans. Just picked up a signal of another small-scale Incursion breaching this reality." He informs his allies.

"Where can we expect this one to pop out from?" Sonic asked.

"Up there." Rocket casually points to outer space.

**BGM-Sonic Adventure OST-The Past**

The gathered heroes look up to the night sky to see a rift in spacetime shred itself open in outer space. Everyone on the planet who also noticed the rift looks up to see a head of a giant celestial being emerging near their broken moon. The giant head falls onto the broken side of the moon with its face, finding themselves physically stuck together by the collision.

The sudden collision caused parts of the moon to shatter. Several moon fragments rain down like meteors back onto the planet's surface, causing severe damage upon impact. Some of the meteors crashed onto Holoska, forcing the heroes to dodge them before they were crushed.

"Is that head stuck to the moon?!" Ant-Man remarks in surprise after surviving the meteors.

"That's Knowhere!" Rocket recognizes the space head.

"It's more _Knowmoon_ now." Spidey quipped.

"What's Knowhere?" Cinder ask the raccoon.

"Ever heard the term 'space god'?" Rocket quips, which causes Cinder to raise a curious eyebrow. "Knowhere is the severed head of a dead Celestial and is typically used as an interstellar outpost at the far edge of the universe. My favorite place in the whole flarkin' galaxy."

"We're dealing with space gods now? Give me a break." Emerald grunted.

Suddenly, Spidey receives a call from Nick Fury and answers it as a holo-chat projected from his Webware. _'Spider-Man. Tricarrier. Now! Fury out.' _Fury hangs up as quickly as he called.

"Wonder what Fury wants to talk about?" Peter joked.

"Probably has to do with the head of a giant space god suddenly stuck to our moon." Yang quips, as the heroes walk away.

"At least you guys have an awesome new moon. My world's moon is still broken in half." Sonic snarks as they leave Holoska to the Tricarrier for their next mission.

**BGM End**

* * *

**SHIELD Tricarrier**

**BGM-Spider-Man: Web of Shadows OST-S.H.I.E.L.D. Quarantine Zone**

Inside the bridge, Fury is about to brief Spider-Man, Iron Man, and Captain Marvel's groups on their new mission regarding the sudden appearance on Knowhere in space. "Heroes, I have a new assignment for you." Fury speaks to them. "Not too long ago, the space station known as Knowhere was summoned here by the Incursions and crashed onto the moon, causing pieces of it to rain down on the planet. Luckily, the damage wasn't too severe, but I fear what would happen if that station is procured by the Cabal."

Meanwhile, Rocket taps onto X's arm to get his attention and asks, "So do you take, like, regular batteries?" He asks him, but the reploid gestures him to be quiet.

"Though it may be the head of a dead Celestial, Knowhere still contains vast amounts of energy that's enough to obliterate entire planets." Nova comments to their orders.

"Exactly. That's why it's our job to secure Knowhere before our enemies does." Fury assigned them their mission objective.

Meanwhile, Rocket taps on X's arm again, which is starting to get on his nerves. "Looks like it could _really _do some damage. What's the biggest thing you ever killed with that bad boy, eh?" The raccoon asked.

"Rocket! Are you listening?" Captain Marvel glares at him for seemingly ignoring their orders.

"Yeah, yeah, yeah, yeah – protect Knowhere, stop the bad guys, save the world – BOOM! Home in time for cocktails." Rocket quipped.

"Huh! That's actually pretty good." Nova remarks while pointing at the raccoon.

"If we're done…" Fury returns everyone's attention back to him. "We'll leave for space immediately. Good luck out there." He wishes them.

**BGM End**

* * *

**Knowhere**

**BGM-Marvel Ultimate Alliance 3 OST-Knowhere to Run**

Using Doctor Strange's magic, the Ultimate Alliance to runs out from a large portal as they find themselves in the empty marketplace of the space station. "I can't believe it! We're among the first people of Remnant to _actually_ visit space." An amazed Ruby glances at her new surroundings.

"Quite disturbing we're standing inside the head of a dead space god." Weiss remarked.

"If you're feeling queasy, we can always send you back home." Tron sassily mocks the heiress while piloting a green mech she refers to as the Gustaff.

"As if!" Weiss retorts to her annoying sass.

"Focus team." Captain Marvel gathers the heroes' attention. "Our objective is to secure Knowhere before the Cabal, meaning we must gain control over the Cortex. It's the hub of Knowhere that houses the main computer, which can teleport anyone anywhere throughout space. We cannot allow the Cabal to bring in reinforcements!" She informs her team.

"Watch it! We have company!" Nova turns around, spotting the Cabal's forces have infiltrated the space station to commandeer it for themselves and to kill anyone that gets in their way, like the heroes.

"Take 'em out quick so we can clear a path!" Gamora whips out an energy pistol from her holster to quickly shoot down incoming threats. As a few Ultron drones and Cyber Goblins rush towards her, the guardian takes out her sword, the Godslayer, and ruthlessly slashes down a few machines before delivering a spinning slash on the rest.

Nova flies around blasting foes in his path, while Rocket rapidly fires his twin handguns, unloading photon bursts that pierce through his enemies. "Think they'll allow me to keep this space station? Always wanted to be a space pirate." Tron asks the heiress while pummeling grunts with her mech's fists.

"Keep dreaming. A kid like you would just get herself lost." Weiss mocks her while striking down her foes.

"Visited and destroyed a lot of space stations in my day, but never anything like this place before." Sonic slides under several goons, knocking them up to the sky for X to shoot down with his morphing arm buster.

"We should be careful. Who knows what other surprises we might run into." X remarks, turning around to shoot down more goons before running ahead.

"**Noticing a lot more Ultron Drones than normal. Is that a bad sign?" **Iron Man quips while repulsoring several Ultron Drones.

"**I believe so. My sensors have picked up Ultron's signal here in the station." **Vision remarks, phasing his fist through a robot to dismantle from within.

"**Ultron. Great…" **Iron Man remarks dryly that the evil android of the Cabal is leading this assault on Knowhere.

"I've also picked up the signal of the 6th Chaos Emerald. It must be somewhere near The Cortex." Tails informs the group.

"**Wonderful. As if Ultron trying to take control of a dead space god wasn't bad enough." **Stark quips, deducing Ultron's plan to take control of Knowhere.

"Meaning we should keep moving." Carol charges at a drone with an energy punch, knocking it down into pieces. "Let's keep moving, team!" She flies off alongside Nova, leading the heroes deeper into the station.

**BGM End**

Soon after, the heroes found themselves traveling through a walkway that extends into the distance, and several banners are seen at both of its sides all the way through. Rocket comes to a halt when he notices someone in the distance and asks, "Hey, who's the action figure…?"

X stands with the raccoon to look at the person he's referring to. He appears to be an advanced red android like him, sporting a blond ponytail and a blue, triangular energy crystal in the center of his helmet. X silently gasps as he recognizes this robot as, "Zero?"

"Zero? No…" Zero approaches the heroes with unusual and emotionless purple eyes. "I am…Oblivion." He introduces himself with a suspicious new name.

"His core routines have been rewritten by Ultron." A worried X notices his best friend has been tampered with and turned into the Cabal's loyal subordinate.

"**Exactly." **Landing next to the mind-controlled Zero is Iron Patriot, another of the Cabal's robotic loyal henchman. **"And soon, you all will submit to our masters." **Patriot proclaimed.

"That's Iron Patriot. The robot who used to go by the name, Mach-X." Pyrrha told her allies.

"Long time no see, Mach. Does Blake and I need to give you another beating for stealing other people's armor?" Spidey mocks, prompting Blake to get into a battle stance for their rematch.

"**Leave him to me, Spider-Man." **Stark objects. **"Weiss, Rocket, X, stay with me. Everyone else, get to the Cortex. We got this. Go!" **He orders his teammates.

"Be careful." Carol advises him, before leading the rest of the heroes towards the Cortex.

**BGM-Marvel vs. Capcom Infinite OST-X vs. Zero**

Iron Patriot coldly preps his repulsors into battle formation, while the mind-controlled Zero takes a battle stance of his own while confronting the heroes. "What should we do?" X asks his new allies, as he's unsure with himself how they're going to stop Patriot and save Zero.

"It's like Einstein said – if something broke…Hit it till it works." Rocket says, prompting himself and his team to get into fighting stances of their own.

Iron Patriot fires a repulsor beam at the heroes, which was quickly countered by Iron Man's own repulsor to cancel each other's out. The two armored combatants take their fight to the skies as Zero charges with his saber to slash at X, but he blocks the attack with his arm. "Zero, I hoped it would never come to this. We should be fighting together as Maverick Hunters! Try to fight back against the people controlling you!" X struggles to reason with his friend, but his words fall to deaf ears as he continues defending against his saber.

With no choice but to fight, X trips him up with a slide maneuver and blasts him away with a buster shot. Zero lands safely on his feet as he finds himself clashing blades with Weiss'. The two have a brief, but fierce clash and they seem evenly matched until Zero gains a purple aura and fires off a massive crescent wave that knocks back the huntress. Suddenly, Zero gets the feeling something is attached onto his back, which looks to be a stun grenade attached by a smiling Rocket. He activates the grenade with the press of a button, causing it to explode that weakens Zero, stunning him long enough for X to fire a full-power charge shot.

Rocket chuckles, "Nice shot, kid!"

Meanwhile, Iron Man flies around the air clashing repulsors with the robotic Iron Patriot. **"Even from this angle I can smell Norman Osborn's hair gel." **He joked. Iron Patriot hovers in the air, unleashing a barrage of rockets at Stark, who avoids them all while flying towards his foe with an uppercut. **"Take my advice. Learn some new moves!" **He morphs his hands into energy blades and relentlessly slashes on Iron Patriot.

Quickly, the robot unlocks his power inhibitor and envelops himself in a bluish-red aura using his ISO-8 power core. He manages to deflect a slash and stun Tony with a quick EMP before grabbing him, dragging him along the ground before swiftly ascending and releasing him while he arcs up and backs away from him. As Stark begins to freefall, Iron Patriot hunches forward before thrusting his chest out and firing a supercharged Unibeam at the hero. Luckily, Tony's armor rebooted in time to block the blast with his shields and lands safely on the ground.

"**Your technology is nothing to my superior skills." **Iron Patriot coldly boasted.

"**Funny, 'cause it's my tech and skills that's gonna shut you down. Haven't you noticed I've been hacking your systems throughout the fight?" **Stark remarks, surprising Patriot as he suddenly finds himself electrocuted from within the armor.

"**What? Impossible!" **Patriot retorts, stunned and losing control over his own armor.

"**Impossible is what Starks do best. That armor is based off an older design. Alternate dimension or not, that's still my armor. And I want you out of it!" **Stark unleashes his own supercharged unibeam that obliterates Iron Patriot, shattering his armor to pieces and ending the A.I. of Mach-X for good. **"You can try to copy my armor, but you'll never match the man inside!" **He mocked.

"REKKOHA!" Meanwhile, Zero punches the ground with a charged up Z-Buster, bringing down a salvo of rainbow-colored pillars of energy onto X, Rocket, and Weiss from the sky, which knocks all three heroes away.

"Give me a minute to charge up another buster shot and that should be enough!" X told his allies.

"Right!" Weiss nods in understanding, as she and Rocket runs towards Zero to distract him for a while.

Zero continuously fires energy waves at the duo from every swing of his saber. Rocket dodges them with some rolls while Weiss uses her glyphs to blitz pass them until she's near Zero. From a glyph, she charges forward with a flying thrust and hits him, then tries to do the same thing from another glyph. But Zero dashes away from her next attack and counters with a flaming spiral uppercut with his sword, knocking her into the air for a brutal kick back down. Rocket distracts him with his photon bullets while Weiss summons an Arma Gigas big enough to grab Zero and keep him in its grasp.

"Now, kid!" Rocket shouts at X to deliver the finishing shot.

"Charge shot, HAH!" X fires a powerful charged shot directly at Zero, smashing him through the Arma Gigas and knocking him down on his back in defeat.

**BGM End**

A worried X rushes to help his friend, as Zero weakly regains consciousness with his eyes blue again, meaning he's no longer under mind control. "X…? X—what happened?" Zero asks his best friend.

"You tried to kill us. But no hard feelings, huh?" Rocket quips while standing next to Iron Man and Weiss.

* * *

**Meanwhile with Captain Marvel's group…**

The heroes have arrived at the Cortex, the hub of Knowhere and the heart of the station. They can see the moon through a window on the ceiling, then look ahead to see Ultron interacting with the main computer system that controls the station.

"**Ultron." **Vision speaks to get his creator's attention.

"**Vision." **Ultron turns around and faces the heroes, revealing to them the red Chaos Emerald and a blue ISO-8 crystal in his hands. **"Still siding with humanity? You disappoint me, my child. Their end is coming. It doesn't matter. I will rebuild you from your own scraps in the new world." **He threatened.

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

The Chaos Emerald and the ISO-8 are telekinetically lifted from his hands as the former hovers in front of his forehead and the latter in front of his chest. **"The Chaos Emerald and ISO-8. Together, their power will lead the robot revolution." **Ultron proclaims, as the two crystals merges with his body, enhancing his power to immeasurable levels while enveloped in bluish-red aura, **"And with this Celestial head under my control…" **He mentally hacks into the Cortex, teleporting in a seemingly endless amounts of Ultron Drones into the area to confront the heroes, **"The living of all universes shall be laid to rest in a single grave! Where there is sinew let there be STEEL!" **He menacingly charges at the heroes with his robot army.

The heroes quickly deflect the attacks coming from the robots and go in on the offensive to dismantle the army. "Ultron has taken control of the Cortex. We need to defeat him and free Knowhere from his control!" Nova says to the team while blasting away his robotic henchmen.

Captain Marvel enhances her strength with cosmic energy and lunges into the fray, knocking down a large squadron of bots in her path to Ultron. "Get ready to be reduced to scrap, Ultron!" She threatens the machine as the two fight it out briefly.

"**I bore of this continual struggle, Avengers. Humanity is obsolete. Accept your end!" **Ultron uses rising uppercuts to capture Carol, then blast her away with his eye beams. **"I am the summit of perfection in this universe!" **He proclaims while firing lasers from his hands to blast away more heroes.

"To me, you just look like new robot parts!" Tron morphs her mech's arm into a drill, rocketing straight ahead towards Ultron, who blocks her attack while being knocked back.

"I've been bashing bots like you since I was a kid. Time to head back to the scrapheap." Sonic smashes down robots with his Homing Attack, before launching himself towards Ultron with a powerful spin attack. Ultron easily deflects the spinball, then does the same to Tails' spin dash with a simple backhand slap.

"**How repulsive." **Ultron mocks the mobians, before using his claws to briefly clash with Gamora and blast her away.

Ren and Pyrrha join a squad assaulting the android from a distance, but none of their attacks have any effect as Ultron effortlessly withstands their bullets and energy blasts. "Our attacks aren't having any effect." Ren noted.

"**Ultron's outer chassis is composed of Adamantium, rending it nearly impervious to damage." **Vision informs his teammates.

"Perhaps my Semblance could hurt him from within." Pyrrha thrust her hand forward, focusing on her Semblance to manipulate and damage Ultron's inner circuitry, rendering him vulnerable for a moment.

"**What error is this?!" **Ultron retorted.

"**Ultron is vulnerable. Now is our chance to counterattack." **Vision fires a continuous beam of solar energy from his eyes at Ultron, pushing him backwards. Ultron recovers with the gems' power and deflects his beams, until he becomes under an assaulted by Penny's floating array of swords. Half of Penny's swords slashes him directly while the other half fire at him from a distance. Ultron deflects her pointless attacks and counters with a laser beam that knocks her away.

"**We are the same superior kind, yet you choose to serve humanity." **Ultron taunts Penny, having already scanned her as an android.

"Some of these humans are my friends. I'm happy they accept me the way I am." Penny retorted.

"**A machine that serves humans? Out of my sight!" **Ultron charges his hands with energy, then fires two large and powerful beams at Penny, who is forced to run away if she wants to live.

"We got your back, Penny!" Ruby joins forces with Gamora, as they deliver a brutal double slash on Ultron's back while he was distracted. Before Ultron could counterattack, he was smashed in the face by a grinning Tron's punch. He summons a drone to smash her out of his sight, before he was blasted by Nova and Captain Marvel. Ultron counters with his own energy beam, knocking them away.

**BGM End**

**BGM-Avengers: Age of Ultron OST-Avengers Unite**

Out of nowhere, Ultron was under siege by annoying bullets from a large Gatling Gun. He turns around to face Rocket, who was the one who fired the gatling gun at him. "Rocket's here to save the galaxy!" He quips, as he's joined by Iron Man, Weiss, X, and Zero.

"Hey Maverick! Time to pay you back for messing with my head!" Zero taunts the machine who hijacked his mind earlier and wants revenge.

"**Free from my control? Then you are no use to me!" **Ultron fires at the new arrivals, who quickly dodge his attacks and dash forward for their united assault. Rocket runs forward while unloading his photon bullets at Ultron, who blocks them. X quickly equips himself with his First Armor and fires two powerful charge shots at Ultron, blasting him across the room. Meanwhile, Weiss and Zero bounces off glyphs towards Ultron to strike him relentlessly, until he unleashes a burst of energy that knocks them away. Iron Man morphs his hand into a power mallet while flying towards Ultron, brutally walloping him with the hammer before getting grabbed by the face and slammed to the ground.

Vision briefly confronts his creator in close quarters combat until he was grabbed and choked in the air. But Vision uses this opportunity to physically access his mind and effectively cut off his connection to Knowhere. Feeling the intense feeling and loud ringing throughout his own head, Ultron quickly realizes he cannot access Knowhere's systems anymore. **"You shut me out! You think I care?!" **Ultron pins his creation against a wall, but Vision focuses all of his solar energy and fires a powerful blast from both his eyes and solar gem to push Ultron away with such force in which he could not block. While Ultron was weak, Iron Man, X, and Penny join in and fire at full power from the repulsors and laser beams towards the weakened Ultron respectively. With Ultron kept at bay through the combined efforts of Vision, Ultron, X, and Penny, his ISO-8 crystal shatters and his Chaos Emerald is blasted away, allowing it to be caught by Tails.

**BGM End**

The four heroes halt their combined assault, only to find Ultron still standing, albeit greatly weakened and nearly defenseless, as all of his drones are nearly destroyed by the other heroes. **"Malfunction…I…cannot…I must retreat…and repair…Then return…to witness humanity's extinction…" **Ultron opens a portal underneath his feet and escapes through it, leaving Knowhere to the protection of the heroes.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Earth's Mightiest Tower**

"Yeah, you better run, rustbucket!" Rocket mocked the defeated android.

"**Ultron has escaped my range. I can longer trace his location." **Vision informs the group.

"At the very least, we freed Knowhere from his control." Gamora remarked on their victory.

"What are we going to do with this station?" Penny asked.

"**We can probably have S.H.I.E.L.D. guard this head until we can send it back to its proper universe." **Stark recommended.

"Sounds good to me." Carol supports the idea, leaving Knowhere to the protection of SHIELD.

**BGM End**

* * *

**Later that night at Atlas…**

**BGM-Sonic Unleashed OST-Holoska (Night)**

"I still think this is a bad idea." A nervous Weiss remarks while wearing a longer formal skirt, as she joins her sister and Tony Stark to the entrance of the Schnee Manor for their arranged dinner meeting with the rest of the Schnee family.

"Whatever happens, pin the blame on me." Stark quips casually.

"Are you sure this is the appropriate time, Mr. Stark?" Winter asks the playboy, as she too is a little worried to reunite with her abusive father.

"World's ending in a few days. No time like the present. I never got the chance to reconcile with my father. Don't make the same mistake." Stark encourages the sisters to face their fears and hope they could reconcile with their father.

Tony politely knocks on the door to the manor. One moment later, the door opens as the group is greeted by the Schnees' butler, Klein Sieben. "Mr. Stark. Miss Schnees. Welcome." Klein greets his guests.

"Hello, Klein. Can we come in?" Weiss politely asks her kind butler.

"Yes, of course." Klein gestures the group into the main lobby of the manor.

As Weiss' group walk into the lobby, both Schnee sisters stopped on their tracks and stand silently shock as they are greeted by their parents and younger brother from across the room. "Daughters." Jacques greets them stoically, before turning to Tony, "Stark."

"Heya Jack. Glad you accepted our dinner date." Stark quipped.

"Only to discuss business in the reconstruction of Amity Colosseum." Jacques responded.

"Yeah, yeah. You have nothin' to worry about, Jack. I have everything under control." Stark snarks.

Jacques scoffs at the wisecracking businessman before turning his stern attention to his estranged daughters. Winter stands formally, staring back at her father. Weiss is not as confident and shyly looks away from her father, since she has been ignoring his calls. But then, to the sisters' surprise, they hear their father look and speak in a genuine, concerned expression on his face, "I'm…relieved, you two survived that mission in space. That's good." He compliments her daughters for saving the world from Ultron, which silently shocks them.

Weiss gives a quick glance at Tony, who smiles and winks at her. She returns a smile before turning back to her father, "Thanks, father." She said, smiling alongside her sister. Their mother and brother smile as well, while their father scoffs with a small smile of his own. Joined by Stark, the reunited Schnee family head for the dining hall to enjoy a surprising peaceful dinner together.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Rocket Raccoon, Gamora, Nova, Mega Man X, Zero, and Tron Bonne join the alliance. The latter three will be the last Capcom heroes to join the roster, as we near endgame. Approximately 10 chapters left, with half of them being multi-parters. The end is near. **

**superjoeyf721: Then explain Marvel vs. Capcom 1 and 2, where its stated the Capcom heroes come from the same world. There was no convergence. Think of Capcom's Earth as akin to Battleworld from Marvel's **_**Secret Wars **_**storylines except it was like that way from the beginning. You are the **_**only **_**one giving yourself a headache about a **_**fighting game**_** universe that's non-canon to their respective Capcom franchise. It's like comparing Sam Rami's Spider-Man Trilogy to the Marvel Cinematic Universe. Multiple heroes can live in their own **_**wacky**_** planet. Stop overthinking it and accept there's a universe where Capcom characters live on the same Earth. And also, you are **_**overestimating **_**my writing skills. I'm no English major. I dunno what "many errors" you're talking about. And if you're so keen spotting errors, then where was **_**this **_**kind of attention in my previous stories?**

**Leo: Salem has her own plans in the background.**

**ZygardeFusion: I thought I've already established the Capcom and Nintendo universes in this series.**

**Xander: I'm not going to throw in that many villains this late in the story. We're nearing endgame. And besides, there's no way someone with an ego like Doctor Doom would willingly work with Osborn without a backstabbing plan. Doom formed his own villainous alliance in the "Masters of Evil Saga" of this series.**

**Next time: Ragnarok! The siege of Asgard!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	70. Vol 3 Issue 20: Siege of Asgard

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! These Mini-Incursions are getting out of control. Knowhere crashed into the moon, which got the attention of Ultron. He nearly took it over to become all-powerful, but our alliance showed up and shut him down. We also gained new allies from the Guardians of the Galaxy, to Nova, X, Zero, and Tron Bonne, for some reason. Time is running out. We need to find the Cabal, quick.**

**BGM End**

* * *

_Vol 3 Issue 20: Siege of Asgard_

**Hellcarrier, Meeting Room**

"_**What do you mean you can't find her?" **_Goblin asked.

Inside the meeting room, the Goblin King is attending a meeting with the goblinfied Neo and Baron Mordo on the whereabouts of the last remaining Maiden, the Summer Maiden. Mordo replies, saying to Osborn, "Somehow, I can't pinpoint her location. Almost as if someone is hiding her scent. I bet this is the work of Stephen Strange."

Osborn scoffs with an annoyed scowl, _**"There's not much time left until the final Incursion. The Universal Seed still needs more energy. It's so close. Stealing the final Maiden's energy will be enough so we could harvest the remaining energy during our final assault on the kingdoms." **_

"We don't exactly _need _the Maidens to complete the Seed." Mordo discussed.

"_**No, but we should. You recall what is hidden beneath each Academy?" **_Goblin reminds him of the Relics._** "I want to deprive Remnant of all its power. Embarrass its Huntsmen. Render the world completely hopeless before it faces its inevitable destruction. We also cannot allow the heroes to possess any advantage over us at ALL cost!" **_He argued.

"Then perhaps you should turn your attention onto the bigger picture." A new, unfamiliar voice surprises the villains.

"_**What? Who goes there? Show yourself or face the consequences!" **_Goblin threatens the voice, as the trio of villains frantically glance at their surroundings for the source.

**BGM-Mega Man 2 OST-X, The Legend (Remastered Ver.)**

A mystical light gathers the villains' attention as they see a person warp themselves into the room. He is a man wearing golden armor with horned helmet and a green cape. He also wields a golden scepter as he faces the villains with his devious smile. "You have become _quite _a popular mortal, Norman Osborn." He greets the mutated supervillain.

Goblin scowls in annoyance as he recognizes this intruder, _**"Loki." **_Neo wants to attack the godly intruder, but her master stops her with a simple hand gesture, _**"Stand down, Menace. He is nothing more than a simple trickster." **_

"There is nothing 'simple' about my tricks. I'm the God of Mischief. I have a reputation to uphold." Loki quipped.

"_**How did you find my Hellcarrier, Loki? It is cloaked with the most advanced technology and Mordo's magic." **_Goblin asks, annoyed and displeased to see the mischievous god of Asgard in his fortress.

"I did just tell you I'm a god, right? Besides, I've been keeping a close eye on you for some time. Your Goblin War has gotten all the Nine Realms buzzing with fear." Loki replied with his devious carefree demeanor.

"_**They should be. Soon, all the realms will be annihilated by the Incursions. Tell me and be quick: Why are you here?" **_Goblin questions his sudden appearance.

"I'm here because I want to join the Cabal." Loki answered, which instantly got the king suspicious.

"_**I know of your reputation, trickster. There's a reason why I never sent you an invite." **_Goblin remarks, fully aware that Loki loves to backstab others to fulfill his own agenda. _**"Give me a reason why I should ever trust into the Cabal." **_He requested.

"Because _I _was the one who kidnapped the Summer Maiden." Loki answered with a grin. "She's locked up nice and unconscious in your brig, waiting for you to dispose of her and collect her power. That should serve as my initiation test." He said jokingly.

"_**What's in it for you?" **_A suspicious Goblin asked, wondering about Loki's plan.

"My survival. I don't want to die by the Incursions. And to become the ruler of Asgard in your new universe." Loki casually listed off his terms.

"_**Is that all?" **_Goblin remarked stoically.

"No. I also come with a warning." Loki responds, which got Osborn's curiosity. "The heroes plan to form an alliance with Asgard. And to that extension, Odin. I have said you have gained the attention of all Nine Realms, and most of them aren't too happy with a mortal trying to play god and destroy everything. Before the final Incursion, Asgard will interfere and destroy you. Your newfound strength is impressive for a mortal, but not even your Universal Seed stands a chance against the All-Father." He claims, which does a good job at irritating Osborn. "But, I bring good news. Not too long ago, Odin has fallen into the Odinsleep to replenish the Odinforce, his source of limitless energy. He is vulnerable. And with him vulnerable, Asgard is vulnerable. Do you get what I'm saying?" He asks the Cabal.

"You want us to wage war on Asgard?" Mordo remarks with worry hidden in his voice, as he's not sure if the Cabal is powerful enough to assault the realm of the gods.

Loki chuckles, "There's nothing to worry about, if you accept me into the Cabal. Do we have a deal, Goblin?" He asks the mutated villain.

Osborn remains silent, pondering his thoughts on whether he should attack Asgard or not. He briefly hallucinates, as his goblin ghosts return after he had thought he has come to terms with their existence a long time ago. _'What are you worried about, Norman…Destroy Asgard…You want to prove yourself a god…Kill the king of the gods…This is your chance…Or do you want to remain a failure…' _His ghosts taunt him, much to his internal infuriation.

"_**Asgard dares to threaten ME? Challenge my supremacy? I will prove to them that even GODS can fall before my power!" **_Goblin scowls angrily. He faces the trickster god, _**"Hand me the Summer Maiden, and you can join the Cabal on our siege of Asgard. But I'll be watching you, trickster." **_He warns the deity, allowing him to join the Cabal as they prepare to wage war on Asgard.

"I _do _love the attention." Loki smiles deviously.

**BGM End**

* * *

**Remnant, Kuroyuri**

**BGM-Spider-Man: Web of Shadows OST-Boss**

"HAVE AT THEE, FOUL BEAST!" Thor yells, hovering in the air while hurling his electrified hammer at a Nuckelavee Grimm, smashing it through the ruins of Kuroyuri, once a peaceful village that was destroyed by Grimm years ago. The horse-like Grimm stands, twitching its various body parts while recovering from Thor's attack. It sends out a shockwave roar that doesn't faze the god at all. He just glares at it while calling his hammer back to his hand.

Thor is joined by Ren, who looks a little angry and acting more reckless than usual. He lets out a battle cry, charging at the Grimm while unloading his guns at the monster. His shots only serve to annoy the beast, as it extends its arm to grab Ren, only to miss as the huntsman dodged it. It tries again with the other arm and manages to grab him, only for Thor to free him by smacking his hammer onto the Grimm's disgusting face.

"Stay levelheaded, Sir Ren." Thor helps the student on his feet. "Always keep a calm mind, even during the toughest of challenges." He advises the kid.

"Right." Ren nods, taking the god's advice to heart and decides to keep a calm mind while fighting the Nuckelavee that he seems to have a personal grudge against.

"Lady Valkyrie! Knuckles! How goes the evacuation of the people?" Thor asks his other two teammates for this mission, while he and Ren work together against the Nuckelavee.

"Just about done, Thor!" Nora replied, standing near Knuckles as they evacuate civilians into Atlas dropships after they were displaced into this reality by the Incursions.

Knuckles gestures the remaining civilians into the last dropship. Once they were inside, the echidna gives a thumbs up to the pilot, prompting him to fly to the sky and leave the premise with the rescued civilians. "That's the last of them. Finally, we can have our piece of the action." Knuckles grinned, ready to pummel the Nuckelavee into next week.

"We gotta be careful. This Grimm destroyed this village years ago, and now it has eaten some ISO-8 to make itself stronger." Nora informs the echidna while wielding her hammer.

"I love a challenge!" Knuckles quips, causing Nora to smirk as they run ahead to join the fight.

Meanwhile, Ren continuously fires bullets from a distance, distracting the Nuckelavee long enough for Thor to deliver another mighty blow to knock it down temporarily. He rejoins Ren's side, as Knuckles and Nora join theirs. "We can do this." Nora looks at Ren with a fierce, determined expression, as if she also has a personal grudge against this specific Grimm.

Ren looks at her with big eyes before nodding in agreement. "Thor and I can take care of its arms." Knuckles tells the group of his battle strategy to kill the Grimm.

"I'll take care of the horse." Nora remarked.

"And I'll take care of the rest." Ren commented.

"Show me what you're capable of, Huntsmen." Thor declared, encouraging Ren and Nora to face their nightmare with determination.

Nora jumps to a roof as Knuckles grabs a large chunk of debris and hurls it at the Nuckelavee, gaining its attention into using its arms to try and snatch him. Knuckles burrows through the ground to avoid capture and digs underneath the Grimm before launching himself out with a spiraling uppercut, smacking the creature from beneath its muzzle and bounces off it into the air. The Grimm extends an arm to catch him while he's in the air, but Knuckles brutally slams it to the ground and pins it with his namesakes.

Thor fires a lightning bolt from his hammer that electrocutes the Nuckelavee, earning its wrath as it extends its other arm towards him. Thor deflects the arm down and drops his hammer to pin it onto the ground.

"Nora!" Ren shouts to his teammate for the next attack.

From the roof, a smiling Nora freefalls and spins to smash her hammer into the horse head and eliminate that portion of the creature. Restrained and half-destroyed, the Nuckelavee's roars of anguish continue but weaken. Ren walks up to it and slashes at its flesh with his gun-sickle. He stands before it and its humanoid head looks back at him. It roars into Ren's face, but the roar is too weak and does not even cause Ren to flinch. Ren detaches the arm held in place by Thor. He grabs the Nuckelavee's right horn to hold it off as he spins to detach the arm held in place by Knuckles. He follows with a slash to the body of the flailing torso and finally finishes by decapitating it.

**BGM End**

The Nuckelavee dies as its body disperse into a large pillar of black smoke. Ren drops his weapons and breathes out a sigh of relief only to be tackled by a giggling, triumphant Nora. He hugs her back and gives a single laugh while Knuckles and Thor watches from the sidelines.

"The fates smile upon you two this day." Thor smiles at the young Huntsmen as they stand.

"Thanks, Thor. That Grimm and this village…We share a lot of history." Ren shyly said.

"Guessing you used to live here?" Knuckles guessed this is Ren's hometown.

"Yeah. With my parents. Until they were killed during the Grimm invasion." Ren replies somberly as he looks away and reminisces the destruction of his home village.

"Eh. That's all in the past. My entire tribe was killed by Chaos, and I taught him a lesson. Now he's guarding the Master Emerald for me back home while I'm stuck here saving the multiverse." Knuckles grins at the huntsman, who scoffs while returning a smile.

**BGM-Marvel Ultimate Alliance 3 OST-Asgardian Afterlife**

Just then, Nora spots something strange in the sky and it seems to be flying towards them. It appears to be a beautiful blond-hair woman in Asgardian armor riding a winged horse. "_Is_ that a woman riding a flying horse?" Nora asks nonchalantly, pointing her friends at the winged horse.

The winged horse lands and approaches the group from their front, as they are greeted by its female rider, "Prince Thor. I was informed I'd find you here."

"Lady Valkyrie." Thor expresses his shock to see Valkyrie here on Remnant.

"I thought I was nicknamed Lady Valkyrie." Nora quipped.

"Huntsmen, I want to introduce you to Brunnhilde, the shield maiden of Asgard appointed the name, Valkyrie. She is the leader of the Valkyrior, a group of warrior goddesses who conduct the souls of warriors slain in battle to Valhalla." Thor introduces his Asgardian friend to the students. "Valkyrie, this is Nora Valkyrie and her mate, Lie Ren. Myself and my other ally, Knuckles the Echidna, have been appointed their instructors to teach them in the art of war." He smiles while introducing his students to her.

"It's an honor to meet you, students of Thor." Valkyrie smiled.

"Mate?" A shocked Ren questions being called Nora's mate in slight embarrassment.

"Awesome! I'm meeting with another Valkyrie who is a goddess! Wish I have a flying horse. The only horse that I know is the one we just killed a minute ago." An eccentric Nora is amazed to be talking to an actual Valkyrie.

"Asgard could use another Valkyrie. The realm is currently under siege and piling with bodies." Valkyrie informs the heroes that Asgard is being invaded by enemy forces, much to their shock.

"Nay! Who dare invades the realm of Asgard?" A scowling Thor asked.

"Loki, the God of Mischief, has aligned himself with an army of villainous mortals. Some who resemble green demonic trolls that wields weird pumpkin weaponary." Valkyrie informed.

"Wait. Are you saying Goblin is invading Asgard?" Knuckles gasped in shock.

"He's attacking the realm of the GODS? Has that guy lost his marbles or what?!" Nora remarks, as she too is shocked to hear the Cabal is invading the golden realm.

"My brother, Loki, and the Goblin? A foul combination indeed. But what of Odin?" Thor asks Valkyrie about his all-powerful father.

"Unfortunately, the All-Father has succumbed to the Odinsleep and will not awaken for some time. That is why I hurried to request your aid, my prince. Asgard is in dire need of your power." Valkyrie stated.

"Aye. I will assemble our unified army so we may hurry to strike back at the invaders." Thor nods with a serious expression, planning to counter the invades with the Ultimate Alliance.

"WOO-HOO! We're going on a field trip to Asgard!" Nora cheers excitedly.

"Fighting a god and saving the gods? I dunno. This seems completely out of our league." Ren remarks as he doesn't think Huntsmen cadets like himself and Nora are ready to save the realm of the gods.

"So is saving the multiverse. But you've been doing a good job so far." Knuckles responds, encouraging Ren to join the heroes in their mission to save Asgard.

"I thank you, my friends. Let us battle on to victory!" Thor raises his hammer into the air, as they are ready to leave and assemble their forces before heading to Asgard.

**BGM End**

* * *

**Asgard, Golden City**

**BGM-Avengers: Infinity War OST-Forge**

In the heart of the Nine Realms lies the golden city of Asgard, the home of powerful deities called the Asgardians. And because it's the home of the gods, it has become a frequent target of just about every madman desperate enough to try to seize that power for themselves, like right now for this instance. Asgard is current under siege by the Cabal. Several Goblin Ships and Skysharks rain fire on the golden realm. Their forces go to war clashing their weapons against the Asgardian knights. Even when it looked like the Asgardians are winning, one brutal slam from a Goblin Formula-enhanced Frost Giant's ice club was enough to turn the tide to the villain's favor.

Approaching the Asgardian Palace is the Goblin King, cackling madly as he walks forward and unleashing devastating fireballs at buildings and people on the side. Meanwhile, Neo and Baron Mordo are by his side striking down Asgardians in their path. _**"This makes for a good practice session. If Asgard falls, no one can stand against me!" **_He cackled. Then, he is joined by Loki suddenly appearing by his side, _**"Loki, where would I find Odin taking a snooze in the palace?"**_

"In a hidden chamber behind the throne." Loki answered. "I should warn you that Lady Sif and All-Mother Freyja are protecting him as we speak." He warns him.

"_**Bah! I can handle a few maids!" **_Goblin scowled.

"But just in case, I will liberate the most powerful weapons inside Odin's Vault. You did say yourself you want to deprive your enemies of all their power." Loki replied.

"_**Fine. Just hurry. Mordo and Menace will accompany me to the throne room." **_Goblin allows the trickster to do as he pleases.

* * *

**Odin's Vault**

Loki teleports himself into the center of Asgard's Palace, the vault that is home to many of Odin's exotic valuables that he has stolen, purchased, built, anything that could bring about Ragnarok and the end of the universe as we know it.

"Ah, Odin's treasure room. I love coming here. Let's see what we have." Loki walks through the vault while passing by many of Odin's treasures, like a magical casket containing endless ice, "Hmm, the Casket of Ancient Winters." He walks pass an ancient chalice holding immortal flames, "The Eternal Flame." He then walks pass a blue cosmic cube, which momentarily got him to stop and stare at its lustrous beauty, "Ooh, the Tesseract. I'll keep that in mind for a future plan."

He reaches the end of the vault as he approaches two relics that have gained his utmost interest. One is a fancy gold and black scythe, which causes the trickster to smile, "Ahh, if it isn't the Heven Scythe. And just as important…" He turns and stares at a giant deactivate robot with a menacing face that scares even the gods, "The Destroyer."

* * *

**Meanwhile outside the palace…**

Near the edge of the Rainbow Bridge, the all-hearing guard of the Bifrost, Heimdall, is leading a squadron of Asgardians against the mortal invaders. Heimdall is a black man clad in golden armor, wielding a mystical sword that's powerful enough to pierce the skin of a Goblin Frost Giant. But even with his assistance, the Asgardians find themselves outmatched by the Cabal's Iso-Infused weaponary and are pushed to a corner.

"Fall back! Fall back!" An Asgardian shouted.

"No wait!" Heimdall shouts. For a moment, the gatekeeper focuses his omni-senses and hears something approaching Asgard from across the cosmos. "Do you hear it? The thunder roars." He said cryptically to his armies.

Suddenly, a large beam of rainbow energy lands in the middle of the action, and a familiar hammer flies out of it, wreathed with lightning and smashing down every foe in its path. It smashes through a Goblin Frost Giant before flying back to the light and into its master's hand as the beam cuts out, revealing Thor, Valkyrie and the Ultimate Alliance of Worlds.

Heimdall and the Asgardians pause in astonishment and relief, while the Cabal's forces pause in apprehension. Nora laughs with joy while raising her hammer to the sky, "AH-hahaha! LET'S MAKE SOME NOISE, ASGARDIANS!"

"BRING ME GOBLIN!" Thor furiously yells as he charges toward the horde of enemies, followed by the Ultimate Alliance. Lightning gathers around the thunder god until he finally launches himself into the air, landing in the densest concentration of foes and makes a massive crater with a powerful hammer slam.

**BGM End**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Asgard**

"Thor's pissed." Spidey quipped.

"I'd be too if a mutated nutcase is invading my home." Knuckles remarked.

"My prince." Heimdall calls out to the thunderer for a brief conversation. "Glad you have returned in our time of need. The barriers between realities are shredding rapidly." He stated.

"We will worry about the Incursions later. For now, Asgard needs our attention. Where has the Goblin and Loki ventured off to?" Thor asks his friend.

"Towards the palace. All-Mother Freyja and Lady Sif are in the throne room protecting the All-Father during the Odinsleep." Heimdall informs his prince.

"Stay here and protect the Bifrost. We will provide my mother assistance. To battle, my friends!" Thor spins his hammer rapidly before thrusting it into the air to fly over the battlefield. He leaves Heimdall to guard the Rainbow Bridge as the Ultimate Alliance fight their way through the siege. Two Frost Giants try to attack the god with their ice clubs, but he dodges their attacks with ease. He brutally smacks the giants down with his hammer before charging it up with lightning, "Vengeance, FOR ASGARD!" he shouts while unleashing a mighty lightning storm that decimates an army of his enemies on the ground.

On the ground, Knuckles pulverizes the relentless grunts with his fists while Chris Redfield shoots down an Ultron Drone with his pistol. "Damn! These things are like cockroaches." Redfield remarks while firing on more goons.

Jaune strikes down a Hydra solider before looking up to see Nora riding alongside Valkyrie on her winged horse. "Feel the power of the Valkyries!" Nora hollers, firing relentless explosive canisters while Valkyrie flies her near their cluster of targets.

"I'm glad Nora is having fun. I'm still processing the fact we're fighting in the LAND OF THE GODS!" Jaune expressed his shock.

"There's nothing to process! JUST SMASH!" Hulk picks up the ground beneath him and ruptures it, sending a wave of violent earth rushing towards a large crowd of goons to clear a path.

Redfield leads Knuckles, Hulk, and Jaune through the battlefield that'll lead them to the palace. On their way, they find themselves in the company of the Warriors Three, a team of elite Asgardian warriors. Hogun the Grim, Fandral the Dashing, and the Voluminous. They are among the best warriors of Asgard, and yet, they seem to be having trouble with the invaders.

"Need some help?" Redfield asks the Warriors Three.

"Possibly. You wouldn't happen to know THAT fella, would you?" Fandral points to a disgusting mutated monster with a stitched face and wears a large, black jacket to hide his green skin, meaning it has been infected with the Goblin Formula.

"No…" A surprised Redfield points his gun at the infected mutant approaching them.

"Friend of yours?" Knuckles remarks, as it seems Redfield recognizes this monstrosity.

"_**STAAAAAARRSS…" **_The creature seems to recognize Redfield from his old job as a S.T.A.R.S. member.

"Nemesis." Redfield identified.

"And it looks like it's been infected with the Goblin Formula." Jaune noted.

"_**STARS…" **_The goblinfied Nemesis picks up a rocket launcher and fires a rocket at the heroes, forcing them to jump away from the ensuing explosion.

"You'll be seeing more than stars when I'm through with you, ugly!" Volstagg whips out his battle axe and begins slashing at the mutant. Nemesis swing his arm to perform a clothesline move that sends the warrior flying.

Chris relentlessly fires his pistol at the mutant, keeping it at bay while Knuckles delivers a leaping punch to the face, leaving it stun for the Hulk to smash. "HULK SMASH MONSTER MAN!" Hulk smashes the creature with heavy punches, then proceeds to brutally pummel it into the ground.

Nemesis growls, managing to fire a rocket that blasts Hulk off his body so he could stand. Hogun flails his mace to stagger the monster, allowing Fandral and Jaune to stab him from his front and back respectively. Nemesis growls in pain before using his tentacles to grab the swordsman and throw them at Hogun. "Time to overdue!" Redfield pulls out a grenade launcher and fires a nitrogen grenade at Nemesis, freezing him. He then proceeds to fire a normal grenade in the sky, and follows it with two more grenades, with the previous grenade that was fired upward then falling down on the monster.

"_**STAAAAAAARRSS…!" **_Nemesis roars, weakly standing up from that hyper combo. To its surprise, it was stabbed behind the head by Volstagg's thrown axe, leaving him vulnerable to Hulk's attack.

"SMAAAAASH!" Hulk mocked, charging his furious fist at Nemesis, sending him flying across the battlefield.

"Eat lead!" Redfield whips out a RPG and fires a rocket at the flunged Nemesis, blasting the creature and causing it to crash down to its bloody defeat.

"Now monster man knows, Hulk is strongest monster there is!" Hulk loudly declared.

"Thanks for the assistance, mortals. We can handle the rest here. Hurry to the palace and assist Thor!" Fandral orders Chris' group to head for the palace.

"Got it. Let's move!" Redfield nodded, leading his squad to join the other heroes towards the palace.

* * *

**Odin's Throne Room**

**BGM-Sonic Unleashed OST-Boss Battle (Night)**

"_**GRAAAAAAAAAAAAH!" **_Goblin lets out a furious roar during his intense clash with All-Mother Frigga. With his fists enveloped in flames, he clashes with her blade before she blasted him away with a mystical bolt. Goblin counters with a fireball barrage, as Frigga deflects most of them until she was punched across the room by the chuckling villain. Frigga lunges back into the fight, slashing at Osborn several times before her head was grabbed and brutally slammed into the ground.

Next to them, Lady Sif is overpowering Neo in their clash of swords, until she accidently shattered an illusion and took a surprise blast from Baron Mordo. Neo reappears somewhere else in the room, until she was surprisingly push forward by the merciless Goblin as he fires a large fireball through her, disintegrating Neo while the fireball is blasted at Frigga, who easily dodges it.

"Villain! How could you sacrifice that child to attack me?!" Frigga reprimands Osborn for ruthlessly killing Neo in an attempt to kill her.

"_**Villain? Visionary. The greatest this world has ever seen. Menace was a sacrificial pawn, to forge the path to my new universe." **_Goblin claimed.

"Nonsense! You are simply a madman!" Frigga dashes at high speed towards the merciless monster.

"_**I am a king!" **_Goblin swiftly dodges her sword slash and smacks her to the ground. _**"The TRUE king of the gods! Once I have pulverized Odin into an ETERNAL sleep!" **_He leaps towards the door behind the throne that's blocking him to Odin's chambers, where he is sleeping to replenish his power. Goblin reels back a flaming fist as he's ready to bust down the door and kill Odin with a smile, _**"Knock knock!"**_

"DENIED!" Thor's voice is heard, quickly catching Goblin's attention as he is struck down by his flying hammer.

The hammer returns to Thor's hand, as he is accompanied by Hulk, Valkyrie, Doctor Strange, Black Panther, Storm, Blaze, Knuckles, and Team JNPR. "Mother! Lady Sif! Are you alright?" Thor asks them.

"We are fine, son!" Frigga replied.

"We welcome the reinforcements!" Sif responds, leaping away from Mordo's mystical attack as she and Frigga join the heroes' side against their enemies.

Goblin growls furiously, shaking his aching head while confronting the heroes alongside Mordo. _**"The Prince of Asgard has come home. To witness its destruction." **_Goblin taunts the god before enveloping himself in his Perfect X-Aura to boost his destructive power immensely.

"Madness! You dare bring forth Ragnarok?!" Thor leaps forward with his hammer, striking at Osborn after he has summoned a flaming shield to protect himself.

"_**Why not! It won't be long until all worlds will be extinguished!" **_Goblin converts the flames to a beam fired from his hand, blasting the thunderer away.

"Not if we crush you!" Hulk charges at Osborn and unleashes a vicious haymaker onto his face. He continuously pushes the villain back with his earth-cracking punches, until Osborn grabs one of his punches and punches his stomach, stunning the green goliath. Osborn pummels Hulk into the ground with a rapid flurry of flaming punches, until Thor swoops in with his hammer and smacks him across the throne room. Goblin roars, charging up flames in his mouth before unleashing it as a massive fire beam that Thor struggles to block with his hammer.

"Taste Valkyrie power!" Nora hollers, interrupting Goblin with a brutal swing from her electrified hammer.

"You will not sully this realm with your wickedness, Goblin!" Valkyrie slashes Osborn several times with her mystical sword.

"_**Then I'll sully it with your own faces instead!" **_Goblin ruthlessly grabs the Valkyries' heads and slams them into the ground, before violently throwing each of them onto a wall.

Meanwhile, Mordo blocks Strange's Bolts of Balthakk with his mystical glyphs. "It's over, Strange! Perish by my Iso-Infused magic!" Mordo laughs evilly, countering with powerful mystic bolts.

"Not very impressive!" Strange mocks while flying away from his bolts. "By the Seven Suns of Cinnibus!" He manifests fiery projectiles at Mordo, who teleports away from the attacks into a position for Storm to strike him down with a powerful lightning bolt.

Ren runs towards the evil magician while unloading his guns. Mordo flaunts his cape to block the bullets, then quickly forms a mystical sword to clash with Pyrrha's. He deflects a swift blow from her but was knocked away by a surprise slash from Black Panther. "By the Images of Ikonn!" Mordo creates mirror constructs of himself to confuse his enemies. Jaune slashes at a Mordo, which happens to be a fake. Blaze fires a fireball at another, which also happens to be a fake and was countered by another fake.

"Eye of Agamotto, rid these illusions with your light!" Strange unleashes a powerful light from his mystical amulet, dispersing the illusions and reveal the presence of the real Mordo.

"RRRRAAAAAGH!" Knuckles roars as he suddenly glides at Mordo at high speed and punches him right in the face, brutally sending him flying onto a wall. "That's the Maximum Heat Knuckles Attack! Learn that magic trick!" He taunts the unconscious sorcerer.

**BGM End**

"_**GAAAAH!" **_Meanwhile, Goblin was pushed back by the combined force of Thor, Hulk, Valkyrie, Nora, Frigga, and Sif. The heroes stand united while Goblin growls furiously that his Perfected X-Aura isn't enough to defeat them. _**"If that's how you want to play…I'll show you no mercy!" **_Goblin charges up his power as he's ready to transform into his Perfect Devil Form and show them what terrifying power really is, until a voice interrupted him.

**BGM-Marvel Ultimate Alliance 3 OST-Ultimate Confrontation**

"No need for that, Norman." Loki teleports himself into the throne room to assist Goblin in his fight against the heroes. The trickster turns to Mordo, who lies down on the ground unconscious and remarks, "It would seem that I have returned just in time. If you truly want to destroy your foes…" He raises his staff and mystically summon The Destroyer that he found inside Odin's Vault, "You leave that task to a Destroyer." He chuckles sinisterly.

Loki surrounds himself in a mystical bubble as he hovers above the throne room to allow the Destroyer to battle the heroes. "The Destroyer!" Frigga remarks in surprise.

"The what?" A confused Knuckles responded.

From its face, the Destroyer unleashes a powerful energy beam at the heroes, who dodged it as the blast craters the floor with its terrifying power. "The Destroyer was forged by the All-Father himself to serve as Asgard's ultimate weapon!" Valkyrie informs the heroes.

"Everything has a weakness. It is only a matter of finding it…" Black Panther leaps forward, slashing his claws on the invulnerable armor.

"I will hold them off, Goblin. You go and say hi to daddy." Loki ordered.

"_**Not bad, Loki. Just don't fail like Mordo." **_Goblin leaps to the back of the throne and pummels on the entrance to Odin's chambers and won't stop until he has broken through.

"We must get pass the Destroyer if we're to stop him from breaking into Odin's chambers!" Sif says while delivering a powerful spinning slash that doesn't leave a dent on the Destroyer.

"Pyrrha, see if you can stop that thing!" Jaune ordered.

"I'll do my best!" Pyrrha focuses all of her Semblance to immobilize the Destroyer, but it's quickly draining her Aura as she can feel it struggling to break free. She sweats profusely while struggling to keep it still, "Hurry…I can feel myself slipping…"

"I'll assist you! By the Crimson Bands of Cyttorak!" Strange binds the armor with indestructible seals, completely preventing it from moving for a moment.

"TOGETHER!" Thor shouts, charging at the Destroyer with Hulk, Knuckles, and Nora. They combine forces to unleash the most devastating blow ever, right onto the Destroyer's chest as they topple it to the ground while still immobilized.

"Do I really have to work?" Loki fires energy blasts from his scepter, knocking down Pyrrha and Strange and freeing the Destroyer from their united grasp. The Destroyer stands and unleashes more devastating beams to knock back the rest of the heroes.

"Loki! After everything we have done for you, this is how you treat your family?!" Frigga reprimands her adopted son for bringing this siege onto Asgard.

"Do not worry, mother! By the end of the day, I will save everyone!" Loki remarks cryptically.

"Don't see how this is saving us, brother!" Thor hurls his hammer at the Destroyer with all his might, which only served to stagger the mystical armor.

"We should focus on Loki. He seems to be controlling that armor somehow." Ren advises his allies.

"Always wanted to blast a god in the face!" Nora smiles, firing with her grenade launcher at Loki's shield, which didn't do a darn thing.

"Puny mortals with their conventional weaponary." Loki mocked, simply blasting Nora and Ren away with his scepter.

"They at least have the right idea!" Sif uses her blade to cleave through his barrier, destroying it as she kicks him to the ground near Valkyrie.

Valkyrie clashes with the trickster and gets some good hits until she was blasted away by the tip of his scepter. Sif jumps down with a downward slash on him, but Loki teleports away and freezes her as his counterattack. Meanwhile, Goblin is nearly done breaking into Odin's chambers, _**"Almost there…" **_With one last fiery punch, he finally bust down the door into the sleeping god's bedroom, _**"Heeeeere's Goblin!" **_He grinned maliciously.

"He's broken through!" Knuckles shouts, before the heroes are forced to dodge another of the Destroyer's blasts.

Goblin thrust one hand towards Odin while charging up enough energy to kill him with a single fireball. _**"The strongest god in the universe. What a pathetic weakness you have. Sweet dreams, you old coot!" **_He cackles madly as he's ready to kill Odin.

"NO!" Thor shouts in horror, as it doesn't look like anyone could save his father in time.

**BGM End**

But then, just as Goblin was about to kill Odin, he was ruthlessly blasted in the back and fell onto his stomach, much to the heroes' shock as that blast didn't come from either of them. Instead, as Goblin recovers and turns around to face the assailant, that blast come from none other than the Destroyer itself commanded by Loki, who has saved his adopted father from oblivion.

"_**Loki?! You DARE betray me?!" **_Goblin scowls furiously at the traitor.

"Isn't it obvious? Of course. You are no god. Why would an _actual_ god serve a pretender? You couldn't even force me to kneel. Then again, I don't kneel to anyone." Loki mocks the unstable maniac.

Infuriated, Goblin transforms into his Perfect Devil Form and shouts, _**"THEN TAKE ODIN'S PLACE IN HELL!" **_He dashes at furious speeds towards Loki, and just as the trickster is ready to defend himself, his brother comes to his rescue by brutally smacking Goblin in the face, knocking him down near the unconscious Mordo.

"Surrender, villain! Today you will answer for your crimes against Asgard and all the realms!" Thor demands Osborn to surrender while standing next to his brother.

"_**I have run out of time to play games with you, Thunderer." **_Goblin scowls while taking a menacing stance against the heroes. _**"The Final Incursion is coming. If Asgard won't burn by my hands, then I will watch it being crush during the collision of worlds! I wonder if you gods have someone to pray to when facing total annihilation." **_He gives them one last taunt before using the Universal Seed to teleport himself, Mordo, and his remaining army outside away from Asgard, leaving this victory to the heroes.

* * *

**Later inside the Throne Room…**

**BGM-Marvel Ultimate Alliance 3 OST-War of the Realms**

Thanks to the heroes, Asgard has been spared from total destruction by the Cabal. To praise them for their efforts, the Asgardians have gathered them inside the throne room. The Ultimate Alliance stand in the middle of the room while the Warriors Three, Heimdall, Valkyrie and Sif stand with other Asgardians at the sidelines. All-Mother Freyja stand formally in front of the throne as she congratulates the heroes, "Heroes from across the cosmos. You have displayed great valor. Mortal you may be; you represent the finest of the Nine Realms. I hereby declare you all friends to Asgard! If Odin were awake, he would agree." She declared.

"Friends to the gods? Wait 'til Ozpin hears about this." Qrow quipped.

"And as for you, Loki…" Frigga turns to her villainous son, who stands next to the heroes with a calm demeanor, "In the name of the All-Father, what possessed you to align yourself with this Cabal only to betray them at the last moment?"

"To retrieve THIS, mother." Loki calmly shows everyone the golden scythe that was locked away in Odin's Vault, much to the Asgardians' shock while Ruby stands there in total admiration of the weapon from afar.

"The legendary Heven Scythe?!" Thor remarked in shock.

"You nearly got Asgard destroyed to steal that ancient relic?" An angered Frigga remarks to her adopted son.

"Asgard was already on the brink of destruction along with the rest of the Nine Realms thanks to the Incursions. This scythe might be our only hope of salvation." Loki explains his actions. "This weapon was forged by Odin himself using enchanted Uru, meant to slay angels and demons. Imbued with the Odinforce itself to vanquish even the darkest of hearts. I tricked Goblin to help me. Manipulated his mind using some magic so I may retrieve this divine weapon to help the heroes defeat him. If they allow me to join their alliance." He stated, revealing that those goblin ghosts from earlier were Loki's doing.

"**The God of Mischief wants to join us? Should I explain to everyone why that's a bad idea?" **Stark quipped.

"The Incursions threaten all of us, gods included. Allow me to join, and I can provide you the exact coordinates to the Cabal's current base of operations, the Hellcarrier." Loki bargains with the heroes.

"Seriously? I thought that ship was destroyed when the ISO-Explosion sent me and Gobby to Remnant in the first place." Spidey remarked.

"It wasn't. And it's been heavily remodeled. As a bonus in letting me join, I would also hand you your final Chaos Emerald." Loki reveals the 7th turquoise Chaos Emerald in his hand.

"You're kidding? He has the final Chaos Emerald too? This god knows how to strike a bargain." Sonic quipped.

"It's only fair. I did hand Goblin his final Maiden in order to gain his trust." Loki revealed.

"You handed him the Summer Maiden?! If you weren't my brother, I would smite you!" Thor angrily threatens his mischievous brother.

"Like that ever stopped you." Loki quipped.

A snarling Thor glares at his brother, "Fine. You can join us. But be warn, I will be watching you."

"Like I told Osborn, I do love the attention." Loki joked.

"Can I hold the Heven Scythe?!" A gleeful Ruby asks the trickster if she could wield the divine weapon.

"This child has _strange _silver eyes with quite a curious light in them." Loki stares at Ruby's silver eyes and senses a great power imbued in them. "Whatever, kid." He casually hands her the Heven Scythe, which she immediately strokes as she sighs happily.

"Ruby, you're embarrassing us in front of gods. Stop that!" Weiss orders her.

Meanwhile, Valkyrie hands Nora a helmet that's similar to Thor's and a prestigious gray and white uniform consisting of an ornate protective armor that includes: a chest plate with a collar or high collar protector, shoulder protectors, gauntlets, boots golden knee pads and golden plates on the hips. The armor is also complemented by a blue layer of cloth that has the symbol of Odin in relief.

"You have proven to possess the spirit of a true Valkyrie and a valuable sister-in-arms. Take this armor and wear it with pride. Represent the Valkyries in your world." Valkyrie says, effectively making Nora an honorary Valkyrie.

"This has gotta be the best field trip ever!" Nora is overjoyed to be chosen as an honorary Valkyrie.

Nearby, the rest of Team JNPR stand in total astonishment while staring at Nora talking to Valkyrie. "And just like that, Nora has befriended another god." Jaune remarked casually.

"Not sure if we should be proud or terrified…" Ren commented with widen eyes.

"Nothing wrong being both." Pyrrha quipped.

"We'll do our best to defeat the Cabal, All-Mother. We can't afford to fail this next battle." Captain America said her.

"Even the gods fall, Captain. But true heroes always find a way to rise again." Frigga stated, encouraging the heroes to be ready for what might be their final battle that's coming dreadfully soon.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Surprise surprise, Loki joins the alliance while Nemesis is another lackey for the Cabal. The Heven Scythe is something original for this story, while Nora's new Valkyrie Armor is based on Valkyrie's armor from the MCU film, **_**Thor: Ragnarok**_**. I have an awesome scenario in mind regarding the Heven Scythe, Ruby, and Captain America that I would like to add, if possible.**

**superjoeyf721: I had stated before numerous times that the Capcom characters are simply "guest characters" and would only add the ones that I'm familiar with besides their appearances in **_**Marvel vs. Capcom**_**. The main focus is on the characters of Marvel, Sonic, and RWBY. **

**hoodini5569: What the heck are you talking about?**

**Kyle Bradley Fernandez: Were you really expecting me to add every Capcom character from the **_**Marvel vs. Capcom **_**series? There's already a ton of characters in this volume, and Dormammu already made a cameo appearance during the "Full Frontal Assault" mini-arc earlier. **

**Next time: Clash of Darkness! The Goblin King vs. Salem!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	71. Vol 3 Issue 21: Beginning of the End

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Damn that Loki! He tricked me into laying siege on Asgard. Though I'd admit it was quite thrilling. Proving to everyone that even the gods are not invincible. I'll have my revenge on Loki and the heroes later. The Final Incursion approaches! But before the end, it's time I settle the score with that witch, Salem!**

**BGM End**

* * *

_Vol 3 Issue 21: Beginning of the End_

**Haven Vault**

**BGM-Mega Man Zero 3 OST-Curse of Vile (Telos Ver.)**

It was quiet and empty inside the underground vault until a strange portal opens from across the Relic chamber's door. A menacing figure walks out of the portal, which happens to be the Goblin King, who has come to collect something. He walks towards the Relic chamber as the symbol on the ground suddenly glows bright, as well as the circle enclosed around it. Similar circles with symbols in them also glow leading up to the Relic chamber's door. The tree's flowers then glow even more, and its petals gently fall and float around the vault. One petal falls into Goblin's hand, who proceeds to crush and burn it into ashes.

Goblin stands before the Relic chamber's doorway, grinning maliciously as he chuckles, _**"Hehehehehe…" **_With the Universal Seed in his hand, he raises it into the air. The cube turns green, representing the Spring Maiden power that he had absorbed from Raven. The chamber recognizes the Maiden's energy inside the cube and begins to unlock itself. Eventually, the door opens up, and on the other side, a massive desert is shown with a path leading to a golden lamp that represents the Relic of Knowledge, which rests on a stone pedestal.

Goblin approaches the Relic and grabs it by its handle. _**"Hahahahaha!" **_He laughs again before teleporting out of the chamber.

The mutated madman repeats the same method at the other three vaults, using the Maidens' power that his Universal Seed absorbed to activate each chamber. At the Atlas Vault, he collects the staff that represent the Relic of Creation. At the Shade Vault, he collects the sword that represents the Relic of Destruction. And finally, at the Beacon Vault, he secretly steals the crown that represents the Relic of Choice.

All four Relics have been gathered by the Goblin King, as they ominously float around him. _**"Finally…I've got ALL the Relics." **_Goblin laughs, _**"Just you wait, Salem! You'll regret making me angry!" **_He cackles, as he is ready to settle the score with that witch.

**BGM End**

* * *

**Land of Darkness, Evernight Castle**

**BGM-Kingdom Hearts HD 2.5 Remix OST-Organization XIII**

Inside a large circular room, Salem is in the middle of conducting her biggest experiment in her entire lifetime. Several floating ISO-8 crystals encircle her body as they enhance her powers to terrifying heights. Dark magical energy envelops her palms while they're waving down at a pool of darkness in the floor. The pool acts as a window to look into another realm. Another dimension. A world covered in darkness and Grimm, crafted by her hand from the other side.

Arthur Watts stands across from the witch while staring down at the mystical pool. He is both visibly amazed and horrified that his master is seemingly creating her own dimension through the power of ISO-8. "Even while I'm watching you, I'm still…amazed that our theories were correct. Crafting an _entire_ dimension through the use of ISO-8." He remarked.

"Do give yourself some credit, Doctor." Salem says while she continues working on the dimension. "I am in the process of completing a pocket dimension set outside time and space, where we will be safe from the Incursions. Our world will collide and collapse with another by tomorrow. By the end of the day, we will take refuge in this alternate reality and craft a new world. A planet similar to Remnant but ruled by me as their goddess. A garden of evil blooming with rage and pain. It will be beautiful." She expressed calmly.

"Should we call this world 'Counter-Remnant' then?" Watts recommended a name for their new world.

"I'll take that into consideration." Salem acknowledged.

"The energy readings from ISO-8 still _astonish_ me. Who would've imagined a power like this exist in _any _world?" Watts expressed.

"No one could've predicted the arrival of Norman Osborn and his interference. But credit is where credit's due, I'm thankful of him." Salem stated. "His _constant _abuse of his Universal Seed has left behind these valuable crystals across the planet, allowing us to collect them for our own devices. They are suitable alternatives to the Relics. And once this universe is destroyed, Ozpin and his forces will be annihilated. Despite his betrayal, Osborn continues to be my perfect pawn." She mocks Osborn for unwillingly helping her achieve her goals.

"Quite an extreme roundabout way to take over the world." Watts quipped.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Final Mega Battle**

Suddenly, the entire castle has been hit with a mighty earthquake, interrupting Salem while she was crafting her Counter-Remnant. "Did something hit us?!" Watts remarked in shock.

"My goddess! Bad news! We're under attack!" A terrified Tyrian shouts as he rushes to his queen and the doctor.

"So, he has shown himself at last." Salem responds calmly as she has already guessed the identity of the intruder.

Soon, the three villains regroup with Hazel in the conference hall while the castle is under constant fire by fireballs. "He is down there." Hazel said to the sorcerer, pointing her down the window to see the Goblin King standing outside and below the castle. The madman stands alone with no allies or ships by his side. Just his big scary grin and his flaming fists ready to throw another fireball to get Salem's attention.

"That's odd. He's by himself. This must be a trap." Watts proclaimed.

"He is simply arrogant, and believes his Seed will be enough to defeat me." A calm Salem responded.

"_**I hope you're watching me, Salem! I'm gonna blow your castle to kingdom come!" **_Goblin shouts from outside the castle, before throwing a large fireball that obliterates a section of her castle.

"At this rate, he'll destroy the entire building!" Watts remarks from the frightening explosion.

"I know." Salem responds, remaining composed in this dire moment.

"_**I'm coming for you, Salem! NOTHING CAN STOP ME!" **_Goblin proclaims while preparing another fireball.

"We'll see about that." Salem's eyes glow red while enveloping herself in a mystical dark aura. She places her hands at the window while conjuring energy and says, "You were a fool to invade my domain on your own, Osborn. Your arrogance will be your downfall. Let us see how long you survive against _1000_ Grimm."

**BGM End**

**BGM-Kingdom Hearts HD 2.5 Remix OST-Sinister Shadows**

Outside, before Goblin could throw his fireball, he finds himself completely surrounded by 1000 Grimm summoned by Salem. Grimm of various types in their own shapes and sizes. All of them sharing one mindset, and that is the complete destruction of the Goblin King. _**"OUT OF MY WAY!" **_Goblin furiously shouts at the Grimm army. _**"You think this will delay the inevitable?! I am the GOBLIN KING! Nothing can stop me now!" **_He explosively transforms into his Perfect Devil Form that instantly kills a few dozen Grimm as he's constantly enveloped in his fiery dark X-Aura. _**"NOTHING!" **_Perfect Devil Goblin proclaims before ferociously charging towards the Grimm army alone.

A Goliath Grimm charges at Goblin, who effortlessly topples it onto a crowd of smaller Grimm with one furious uppercut. Goblin rampages on the army, killing Grimm from Beringel to Beowolves with single attacks thanks to his godlike power. He roars before unleashing ultimate destruction with a clap of his hands, creating a fiery shockwave that knocks back dozens of Grimm to their deaths.

Suddenly, a giant Death Stalker stabs Osborn in the back with its stinger, which only served to enrage him further. Goblin grabs the stinger and spins around with it for a moment before hurling it at a cliffside, causing rocks to collapse onto the scorpion and several more Grimm. He hurls explosive Devil Bombs at Teryxs, Sphinxs, and Manticores before laughing at their pathetic deaths, before he was sent flying by an attack from a Petra Gigas.

Quickly, Goblin lands on the ground and growls fiercely. _**"BUUUUUURN!" **_He punches the ground hard enough to create not just a localized earthquake that knocks down enemies but also crack the earth wide open, forming a massive fissure. With his power over magma, Goblin explosively summons lava geysers from the fissure to fill the battlefield with nothing but lava, hot enough to burn any Grimm that was unfortunate enough to not find cover in time.

Goblin jumps to a cliff over the lava field and smiles at the destruction he has brought onto Salem's land. _**"Is this the best your pets can DO?!" **_He taunts Salem with his laughter while transforming his fists into pure lava. He points both fists into the air and fires a great number of Devil Bombs upwards in order to let them rain down upon the battlefield, causing enormous amounts of area damage and killing numerous Grimm at once.

Then, Goblin stops and turns around after sensing a giant Wyvern Grimm flying towards him. He jumps upwards just as the Wyvern demolishes the cliff he was standing on. Goblin lands on the flying dragon, riding on it for a bit while quipping, _**"Adorable." **_With one punch on its back, Goblin knocks the Wyvern out of the air and crash to its death with tremendous force. While falling from a large height, Goblin was suddenly consumed by an energy breath from a gigantic Leviathan. But the attack didn't hurt him at all, it just tickled judging from his crazy laughing. Goblin rockets through the firebreath as he delivers an extremely explosive and powerful punch on the Leviathan's head, nearly toppling it while landing atop of its head.

"_**You're not the only one who can control Grimm! TIME TO EVOLVE!" **_Goblin corrupts the Leviathan with a touch of his hand as he places it on its head. For a quick moment, the Leviathan is consumed in flames before they disperse and reveal its new green skin and goblin-like face. _**"KILL FOR DADDY, GOBLINZILLA!" **_Goblin laughs insanely, commanding his Oz Leviathan battle the rest of the Grimm army. The remaining Grimm are helpless against the size and power of this corrupted Leviathan, as it continuously exhales a stream of electric fire that easily wipes out hundreds of Grimm and crushing others beneath its heels.

Slowly, the Land of Darkness is being decimated by Goblin's rampage. Inside the castle, everyone but Salem are horrified to be witnessing Osborn's insanity firsthand as he's demolishing everything. _**"There's not much Grimm left. Time to finish this." **_Goblin knocks down his Oz Leviathan with a flaming punch as he bounces into the air. He hovers in place and raises his hand, gathering his energy in the form of a giant firesphere. _**"You have served your master well. As a reward, I give you an explosive death along with your kin!" **_He cackles maniacally while launching the attack at the toppled Leviathan and the remaining Grimm army. The giant firesphere crushes the Grimm as they disintegrate into nothing. The firesphere explodes, unleashing a colossal inferno that's so powerful, the ensuing shockwaves shatters the windows inside conference hall.

**BGM End**

**BGM-Mega Man Maverick Hunter X OST-Sigma Transforms**

Easily and disastrously, Perfect Devil Goblin wiped out 1000 Grimm without breaking a sweat. His last attack left behind a massive, smoldering irradiated crater that he stands in the center of. He grins maliciously while glaring at Evernight Castle and tauntingly says to Salem, _**"What a beautiful warm up. I didn't even break a sweat. If I did, it evaporated along with the rest of the Grimm. And soon, you too will melt before my flames!" **_He laughs crazily before rampaging into her castle.

From the conference hall, Salem's allies were left hopelessly stunned by Goblin's destructive power. "He killed 1000 Grimm alone. What a demon…" Hazel remarks with a nervous sweatdrop.

"He's insane!" A terrified Tyrian commented.

"Coming from you, that's terrifying." Watts joked.

"Not too surprised. His body is fueled with his formula and an _unhealthy_ amount of ISO-8." Salem commented, remaining calm and collected despite witnessing the total devastation of her domain.

Suddenly, the group hears numerous explosions coming from within the castle and getting louder and louder with every second. "He's broken into the castle. What do we do?" Watts asks his master.

"Stick to the plan. Hold him off while I prepare. You have served me well." Salem walks out of the conference hall, after essentially sacrificing her subordinates to Osborn while she prepares for her final battle against him.

**BGM End**

* * *

**Inside Evernight Castle**

**BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down**

Goblin explosively barges into a room in the castle while trying to figure out where Salem is hiding. He glances his surroundings frantically before he finds himself confronted by Hazel, Tyrian, and Arthur wielding their own ISO-8 crystals. He grins and says, _**"Long time no see, fools. Where do you figure Salem is hiding in her own castle? Tell me this instant and I may spare you." **_He taunted them.

"Your madness has killed us all, Osborn. Yourself included." Hazel calmly taunts his former ally.

"_**Wrong answer!" **_Goblin throws a fireball at the henchmen, which they barely dodge as the flames slowly burn down the room.

Hazel absorbs his ISO-8 to gain greater strength as he delivers a furious punch onto Goblin's face, but to his surprise, it didn't faze Goblin at all. _**"That was a mistake." **_Goblin chuckled, grabbing Hazel's arm and ruthlessly rips it out of his body. While Hazel screams in bloody pain, Goblin ends his misery by punching a hole through his chest.

As Hazel lies dead on the ground, Tyrian lunges out of the shadows shouting, "FOR OUR GODDESS!" as he stabs his poisonous stinger into Osborn's back.

"_**There is only one god!" **_Goblin grabs his tail and ruthlessly slams his body onto the floor, _**"And he doesn't accept worms with ineffective poison!" **_He mocks the faunus' useless poison, violently ripping off Tyrian's tail and uses it to impale the scorpion to death.

A bullet hits Osborn's unfazed face, as he calmly turns to face the clearly frightened Arthur and his useless revolver. Goblin creepily approaches Arthur, as the doctor continuously fires his ineffective gun at the invincible madman until he has run out of bullets. "STAY BACK! OSBORN!" Arthur is pushed to a corner, as the last thing he sees is Goblin charging up a ruthless firebreath that burns him alive.

"_**You should consult a doctor about your condition, Watts." **_Goblin mocks the burnt Watts before chuckling at his death. _**"Enough with this welcoming committee! Where are you, Salem?! Reveal yourself, before I burn down your entire castle!" **_He taunted for her to reveal herself for their final battle.

**BGM End**

Ominously, a door to his side opens on its own that leads to a new room. Goblin grins malevolently, _**"Tired of hiding, have you?" **_before fearlessly walking into the next room.

**BGM-Mega Man Zero OST-X, The Legend (Remastered Ver.)**

Goblin enters a large circular chamber with candles that line the entire wall of the room and Salem's emblem situated in the middle of the ground. There's a skylight and another entrance from across Goblin. He stares at the door, which slowly opens for his long awaited opponent. Salem fearlessly enters the chamber while constantly emitting a dark purple aura to look like the most intimidating woman in the world. Her eyes glow with power from the ISO-8 as she glares at the madman that has ruined most of her plans ever since they first met months ago.

"Norman. How brave of you to confront me, _all_ by your lonesome." Salem taunts him.

"_**Why would I waste my resources on such insignificant trash?" **_Goblin mocked her.

"And yet, here you are." She taunted.

"_**Enough pleasantries! The end of the world is coming. But I want to be the one who finishes you during your final hours." **_He retorted, ready to kill Salem once and for all.

"Tis a shame, Norman. If you stayed loyal, we would've conquered our respective universes long ago. We share a lot in common. But I see now that you are nothing but a mad dog that needs to be put out of their misery." Salem charges up energy in her left hand, intending to kill Osborn today.

Goblin laughs while enveloping himself in his X-Aura, _**"You're NOTHING compared to the power of the Oz Compound! NOTHING!" **_He mocked.

**BGM-Kingdom Hearts 3 OST-Oscurità Di Xehanort**

Salem scowls, "You have overstayed your welcome, and I'll be glad to cast you out!" The sorcereress unleashes a powerful mystical beam, which is quickly countered by Perfect Devil Goblin with his own beam from his palm. The colliding beams causes the entire castle to tremble violently. Both fighters grunt furiously while attempting to overwhelm the other. They then yell at each other while unleashing more energy into their respective attacks, resulting in an explosive bright light.

Once the light disappears, Salem suddenly finds herself smashed by Goblin as he sends her flying through the walls of her own castle. _**"The ISO-8 is doing wonders for your magic, but it's still hopeless against TRUE power! You will be DESTROYED!" **_He charges at full speed to pummel her, but she conjures up a reflective glyph that knocks him away.

Salem hovers in the air and surrounds herself in a barrier of water. "A mind as unstable as yours cannot hope to control their own power, much less an artifact of infinite power like your Universal Seed." She taunted before firing powerful watery blasts that homes in on Gobby, weakening his fiery aura. She manipulates the earth below him that launches him into the air before she personally blasts him back down.

"_**You threaten me? Mock me?!" **_Goblin scowls fiercely while standing up. _**"You will suffer for your transgressions against the Goblin King! I will murder you!" **_He unleashes a powerful energy blast that annihilates her watery barrier and pins her to the wall. He quickly throws Devil Bombs at her before she recovers, but she stops them in midair using telekinesis with just her glowing eyes as she breaks out of the wall.

"Many have tried to take my life over the millennia, only to sink into darkness." Salem merges the bombs with the debris to create makeshift meteors that she unleashes onto Osborn.

"_**All except Ozpin." **_Goblin grins, tauntingly laughing at Salem while easily shattering the meteors with his punches. His little taunt enrages Salem, as she conjures up a mystical sword before blitzing towards him. Goblin simply teleports away from her strike then reappears to brutally smack her across the area. _**"HA! How did Ozpin ever have trouble with you? You're BOTH weak! Neither of you deserve to live!" **_He throws several destructive fireballs at Salem, who easily dodges all of them.

"This coming from the man who's willing to sacrifice all of existence to kill _one _child." Salem generates powerful streams of dark energy that ricochet off the collapsing ceiling to attack Goblin, who quickly jumps away from it.

"_**Don't act as if your grudge with Ozpin hasn't doomed the planet!" **_Goblin punches the ground with his magma fist, unleashing a series of lava pillars that rush towards Salem. She does her best to dodge them, until she was caught off-guard by a column of fire punched from Goblin that blasts her through her castle. Before she could deflect the blast, her face was suddenly grabbed by a teleporting Goblin as he ruthlessly grinds it along the collapsing wall while laughing manically. _**"Weakling! You are nothing but ancient trash that wasn't thrown away with the other garbage! Soon I will achieve ULTIMATE victory!" **_He hurls her across a hallway, until she effortlessly stops herself in midair and counters with an extremely powerful thunder blast that painfully stuns Osborn for a moment.

"Spare me your nonsense! Your madness will not achieve you victory! It has only ensured your demise and the destruction of ALL worlds!" Salem criticizes him.

"_**That's the difference you and me! I have embraced my madness to perform such risks!" **_Goblin lunges towards her while transforming his hand into magma. Salem attempts to protect herself with a barrier, but Goblin furiously shatters it while lashing out with a claw-thrust that melts off a part of Salem's head, much to her surprise before getting punched to the ground. _**"Grimm blood flows through your veins, yet you still cling to a piece of humanity. I have discarded such weaknesses, and look what I have accomplished! What have YOU accomplished in your lifetime? NOTHING! You hide in the shadows! Send others to do your dirty work to hide your weakness! You are nothing but a COWARD! A FAILURE!" **_He unleashes an intense fiery beam from his mouth that's so powerful it pushes him backwards. Salem regenerates the missing portion of her face before avoiding his attack and allowing him to torch her hallway. Goblin follows up his attack with a series of swirling fire bullets from his left hand that Salem does her best to deflect. Finally, he charges up the Maidens' energy in his Universal Seed and launches a massive energy wave at Salem, who attempts to block it with her strongest defensive spell. But the blast is too strong and eventually obliterates her shield, blasting her away as she lands painfully on her back and knocked unconscious.

"_**Even your immortality is weak to the Universal Seed!" **_Goblin savagely charges at the unconscious witch as he's ready to kill her. _**"Time to end this Salem Witch Trial, by erasing you from existence!" **_He proclaims while laughing madly.

**BGM End**

Goblin lunges at Salem as he's finally about to take his revenge upon her. But suddenly, Salem's eyes open as a mystical glyph appears beneath Osborn and bind him to the ground with multiple shadow hands, causing him to accidently drop his Universal Seed. _**"Whaaaaat?!" **_Goblin remarks while being caught in a trap.

**BGM-Shadow the Hedgehog OST-My Perfect Plan**

It would seem that Salem was faking her unconscious state as she grabs the Universal Seed and stand in front of the binded Osborn. "As expected, your arrogance has blinded you." She taunted him.

"_**You planned this!" **_Goblin scowled.

"I did. Honestly, it was a lot closer than I wanted, but that's all in the past." Salem points her palm at the glyph, converting into a portal of darkness that's slowly dragging down Goblin.

"_**What are you doing?!" **_Goblin furiously asked while struggling to break free.

"I'm banishing you to the pocket dimension that I had crafted before your arrival. You can spend the rest of your days swallowed by the darkness. So long, Norman." Salem closes the portal just as soon as the roaring Goblin sunk into the alternate dimension, where he will be trapped for all eternity.

**BGM End**

Salem lets out a sigh of relief. Though she was victorious, she won't hide the fact that it was her toughest battle ever that had cost her nearly everything. Her castle. Her subordinates. And soon, her entire world. But all of that can potentially be redone with the Universal Seed in her hand. A cube that houses near infinite amount of cosmic energy the likes she has never experienced before.

"So this is the Universal Seed. An artifact that contains the ultimate power." She described. "To prevent Osborn from ever escaping, I should use this power to erase that alternate reality. Then, become the queen of the new universe." She proudly raises the Seed into the air as she attempts to use its power, but nothing happened. Confused, Salem tries again. Again, nothing happens.

"This should work." Salem remarked with a genuine confused expression plastered on her face.

"_**Having performance issues, are we?" **_A dauntingly familiar voice surprises Salem to the core, as her head is suddenly grabbed and slammed face-first to the ground.

**BGM-Mega Man Maverick Hunter X OST-Sigma Transforms**

Salem could barely turn her head around to find herself in the brutal gasp of the grinning Goblin King, "Osborn? How…"

Goblin laughs while mocking her of his return, _**"I may be crazy, but I'm not an idiot! The Universal Seed is linked to MY biometrics. Only I can use its power, even from the pits of darkness. You have underestimated me for the LAST TIME!" **_He switches his hand to his foot, devastatingly stomping on Salem's head while crushing her to her newly-formed crater. The shockwave from stomp slowly causes the entire castle to collapse around them. _**"Stay conscious for a little while, Salem. I want to show you something. Your failure!" **_He summons the four Relics of Remnant into the air, having them float in a spot for Salem's shocked eyes to stare silently at. _**"Yes. What you failed to accomplish in millennia, I have accomplished in a few months. I only collected them to TAUNT you! To HUMILATE you! Nothing else!" **_He absorbs the Relics into the Universal Seed for safekeeping. _**"You are a disgrace. Nothing but a child who can't accept fate. This is the beginning of the end, Salem. And I can't wait to watch you burn." **_He chuckles creepily, as his laugh gets louder and longer, before bursting into an insane maniacal laughter as if he has lost his mind while Evernight Castle fully collapses on top of them.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Endgame approaches. The godlike Goblin has defeated Salem's forces and Salem herself with all the Relics in his grasp. The final Incursion is about to happen, meaning it's the end of the multiverse as we know it. Want to see how the heroes will prepare for the end? Wait and find out.**

**Hamm1999: Sorry. I've heard some things about Team Fortress 2, but have NO interest in that series at all.**

**Next time: The final Incursion! The final war!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	72. Vol 3 Issue 22: Time Runs Out

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! You're finished, Salem! The Relics are mine and your operations are in shambles! Your entire dimension will soon be destroyed, but first, I will accomplish something else that you failed to achieve in the millennia. The complete and total destruction of Ozpin and his allies! Spider-Man will no doubt get in my way, and I will welcome his interference! Soon, our rivalry will come to a satisfying end! Hahahahahaha!**

**BGM End**

* * *

_Vol 3 Issue 22: Time Runs Out_

**Madame Web's Dimension**

Madame Web sat idly in her pocket dimension, raising her head as the Web of Life and Destiny projects itself behind her chair. She begins receiving visions that are among the Great Web. The elderly woman inhales sharply, trying to piece together the fate of their world. She witnesses the collision of worlds between Earth, Remnant, Mobius, and the Sol Dimension. The Chaos, Sol, and Cosmic Emeralds glowing brightly with a silvery light. The Universal Seed completing itself and revealing its true form. And lastly, Spider-Man doing battle against the nefarious Goblin King while on the verge of death. And then nothing. She felt a surge of pain overtake her cranium and lightly gasped.

"_Madame Web…" _Suddenly, the astral projection of Tikal appears in her realm, _"Did you sense it too?" _She asked about the visions.

Madame Web somberly nods, "Yes. The Final Incursion approaches. The final battle that will decide the fate of our worlds will soon commence. I sensed a shadow of death rising."

"_What can we do?" _Tikal asks with a worried expression.

"The future has become unclear to me. The best we can do is hope for the heroes' victory and pray for a miracle." Madame Web stated, praying with all her hope that the heroes will save their worlds before it's too late.

* * *

**New York City, Manhattan**

**BGM-Marvel's Spider-Man (PS4) OST-Free Roam/Open World Music Theme 3**

In the city, Spider-Man perched on top of Bruce the non-talking stone gargoyle at a tall building while having a conversation on the phone with Mary Jane, "Look MJ, I would love nothing more than to hang out with you and Aunt May before the world ends soon, but I have to get to a meeting with the other heroes at Avengers Tower on how we're gonna _prevent_ the end of the world…Everything will be fine. There's nothing to worry about. This is the biggest team of heroes our universes have ever seen. We still have hope. And when there's hope, there's a way. Listen, I'm gonna be late and I don't want Weiss to berate me again. As soon as I'm done, I'll meet you at Aunt May's house. I promise…Love you too. I'll tell Yang you said hi."

Peter sighs while hanging up the call. "This is it, Bruce. This might be the last time we see each other." He talks to the non-talking gargoyle. "It won't be long until our universe collides with another. And then, poof, bye-bye multiverse and say hello to Goblinverse. I won't let that happen. I have to stop Osborn no matter what it takes. This all started because of my recklessness. Time to make amends. It was nice hanging out with you, Bruce. You were always there for me. You're rock solid. And best of all, you laugh at all my jokes. Bruce, you're one hell of a guy." He jokes, launching a webline to swing away from the gargoyle while swinging towards Avengers Tower.

**BGM End**

* * *

**Avengers Tower, War Room**

**BGM-Mega Man ZX Advent OST-Den of Hunters**

Nearly all the members of the Ultimate Alliance have gathered at Avengers Tower to discuss their final assault against the Cabal and save the multiverse. The meeting is about to begin but not everyone has arrived yet. Team Sonic, Blaze, and Team RWBY are hanging out together until they spot Spider-Man entering the room from the elevator.

"Spidey, you're here!" Ruby happily runs up to give her surrogate big brother a hug.

"Hey Rubes. Sorry I'm running a little late." Spidey smiled.

"Surprisingly, you're just in time." Blake remarks as the rest of his friends approach him. "How're you feeling?"

"Stress, but that's how I feel every day." Spidey joked. "How're you all feeling?"

"Fine. For the short time we have anyway." Weiss responded.

"Yeah, it's been getting pretty depressing lately. The space-time continuum is on the brink of collapse." Sonic said.

"As long as the Universal Seed exists, these Incursions won't stop until everything disappears. We have less than 24 hours before this world and Remnant are caught in an Incursion. Not even the Jeweled Scepter can delay the collision between my world and Sonic's world any longer." Blaze stated. "Let us hope that the data Doctor Richards collected will provide us with a solution." She hoped.

"Reed's the smartest guy in any world. If anyone can find a solution, it's him. Our main concern now is to defeat the Cabal before they create their new universe." Spidey responded, which Blaze acknowledges with a nod.

Ruby glances around and sees that remaining heroes of their alliance have finally gathered inside the war room. "Looks like the meeting is about to start." She told her friends.

"Alright. Let's see how we're gonna save the world today." Sonic said optimistically while trying to find a place to sit.

"Is he _always_ like this?" Weiss questions Tails about the hedgehog's casual confidence.

"Exhausting, I know." Tails quipped.

**BGM End**

Captain Marvel looks around to see her allies have gathered in the war room. Most of them are standing around the room while some like Spidey and Sonic are sitting on the comfy circular seats. "Seems that everyone is here." Carol states, turning to Captain America, "Let's begin."

**BGM-Sonic Forces OST-This is Our World: Phase 2**

Steve nods in acknowledgement before walking to the center of the room to stand and give a little speech to his army, "You've all fought well, and with honor. We've lost allies, and friends. No one could ask any more of you…and yet I must." He expressed. "The Final Incursion is coming. And the Universal Seed is nearly complete. If we're to stop the Incursions, stop the Seed, we need to defeat the Cabal…once and for all!"

Loki speaks, "According to my intel, the Cabal plans to launch a full-scale assault on each kingdom of Remnant simultaneously as soon as the collision of worlds commences to collect the remaining energy for their Seed."

"How many universes have survived exactly?" Chun-Li asked.

"Four." Yellowjacket answered. "This universe alongside the Huntsmen's, Sonic's, and Blaze's dimensions. We've detected weird anomalies and learned the remaining universes will be caught in an unusual phenomenon called 'Simtum Tapputu', in which an Earth is in incursion with more than one reality at the same time. We will have exactly eight hours to defeat the Cabal before our realities collapse and the multiverse is destroyed."

"We'll begin evacuating the capital cities of each kingdom right away. Prep our defensives and mobilize our forces." Ironwood remarked.

"Now the important question is, do we have a solution to reverse the Incursions?" Shadow asked.

"If my theories are correct, we do." Mister Fantastic claims, which was enough to instill hope into his allies. "It requires three sets of Emeralds from three different universes – Chaos, Sol, and Cosmic. We have all the Chaos and Sol Emeralds, and are in the process of completing the seventh Cosmic Emerald. With their powers in-sync together, they should provide the necessary energy to completely reshape the multiverse without limit. All the damage the Incursions have wrought will be erased. A super-charged Chaos Control should be enough to restore reality to normal. I entrust this task to Spider-Man, Sonic, and Blaze." He gestures his hand to three chosen heroes, much to their united shock and some others.

"Huh?!" Spidey's eyes widen in surprise along with Blaze.

"What?!" A jealous Cinder remarks in surprise that those three are chosen to wield godlike power over the multiverse.

"Seriously?!" A shocked Weiss comments while sharing a look of surprise with the rest of Team RWBY.

"Sweet. You can count on us." Sonic smiles, accepting his most important task ever so casually.

"Wait-wait-wait! We didn't agree on anything! You _sure _this is a good idea? Entrusting a cat princess and two legendary goofballs to be god for a little while and recreate the multiverse?!" Spidey questions Reed's decisions to place them in charge of rebuilding reality.

"We have no other choice. You three are the most efficient harnessing the Emeralds, as you did against Onslaught earlier. You and Sonic have once utilized Chaos Control to repair a tear in the space-time continuum." Richards explains his reasons while referring to the events regarding Onslaught and the Cosmic Egg-Octobot X.

"That was a wormhole in SPACE! This is _much _bigger!" Spidey compared.

"If we accept this task, are you sure it'll be enough?" Blaze asks the stretchy scientist.

"It's not guarantee, but it's our best option." Reed answered. "To increase our chances, the Cosmic Emeralds will be inputted with data of the Jeweled Scepter so they may harness the Power of the Stars, a cosmic force that separates and sustains the existence of parallel dimensions. Sorry to say I won't be done with the Cosmic Emeralds by the time the final battle begins." He explained.

"We can buy time by halting their main fleet. Perhaps launch an assault on their Hellcarrier." Loki recommended.

"**A suicide mission, into the heart of enemy territory? I'm interested – tell me more." **Iron Man quipped.

"We have no other choice." Ryu stated.

"There seems to be a lot of that going around." Yang quipped.

"What are the rest of us going to do?" Silver asked.

"We'll take the fight to the Goblin King – keep him occupied." Captain Marvel suggested.

"You know, he's not going to hold back this time." Redfield stated.

"Neither will we. We have ISO-8. The Heven Scythe. He can be hurt, left vulnerable." Chun-Li claimed.

"And we're desperate." Rocket quipped.

"But we're not alone." Captain Marvel gestures to the dozens of heroes from across dimensions that are gathered here, who are all ready to finish this fight.

Nick Fury steps forward and tells the heroes, "We must strike now, before the Seed is complete, before the Incursions wipes us all out."

Meanwhile, Spidey, Sonic, and Blaze walk towards Captain America and Captain Marvel as Steve talks to them, "Understand, everything depends on you three – your survival until the Emeralds are ready. If one of you fall…" Steve looks down somberly.

"We won't let you down, Captain." Blaze assured him.

"It's an awesome responsibility." Spider-Man quipped.

**BGM End**

Sonic jumps onto Peter's right shoulder and quips, "Hey, we're awesome guys."

A smiling Spidey scoffs in agreement, sharing a high-five with the hedgehog. "Nice." Spidey remarked.

"My god…We're doomed." A displeased Captain Marvel shakes her head while Steve just groans.

* * *

**Manhattan**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3**

Mary Jane walks along the busy sidewalks after a busy day in the city and is ready to head home and relax. "Peter should be done with the hero meeting by now. Should meet me at May's house. Hope I can find a taxi in time before the world ends." She jokes while glancing for a taxi. Luckily, she spots one coming near her and raises her hand to get the driver's attention. "Must be my lucky day." MJ smiles as the taxi parks near her.

Mary Jane opens the door to take a seat in the taxi, as the driver asks, "So…" He turns around and faces her with an unnerving smile, "Where to?"

Something about the man's face and voice rings a terrified bell in MJ's head as he resembles Norman Osborn. Realizing it is Norman Osborn, MJ attempted to scream for help but her mouth was quickly grabbed by his goblinfied hand.

* * *

**Queens, Parker House**

At the Parker Residence, Aunt May washes the dishes while humming a delightful tune. Suddenly, she was interrupted with a knock on her front door and goes to answer it, "I wonder who could that be?" She opens the door for her guest, and was quickly struck with shock as she recognizes Norman Osborn disguised as a mailman standing on the porch, "You…"

"Hello, Mrs. Parker. I have a package for your nephew." Osborn taunts with a sinister smile forming on his muzzle, which means bad news for May.

* * *

**Remnant, Beacon Academy**

At Beacon Academy, Professor Ozpin exits the elevator that brought him to his office high in the sky. But as soon as he entered his office, he shockingly found himself confronting the despicable Goblin King and his flaming eyes that had been waiting for his arrival.

"Osborn." Ozpin glared.

"_**Ozpin. Want to reunite with your girlfriend in hell?" **_The grinning Goblin taunts him about Salem, before making his move on the defenseless headmaster while laughing maniacally.

**BGM End**

* * *

**Back at Queens…**

"I don't need bodyguards, girls. I'm not the president." Peter joked, wearing his street clothes while walking home alongside Team RWBY.

"Cap's orders, you loveable goofball." Yang playfully ruffles his hair. "Besides, we're teammates. We're not gonna allow anything to happen to you."

"Thanks. But shouldn't you girls go say goodbye to your families, just in case none of this works out?" Peter questioned, feeling unsure they could save the multiverse.

"We will. And we have faith everything will work out. I want to have one last bite of your Aunt's famous wheatcakes." Ruby smiles at the vigilante.

"They were pretty delicious." Weiss remarked.

"Heh. Fine." Peter smiled.

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

The group walks onto Peter's porch as he takes out his key to unlock the door into his house, "Aunt May?! I'm home! Brought the girls! Is everyone doing okay?!" As soon as he opened the door into his house, he and the girls were stun at the sight of a nearly destroyed living room.

"Did someone break in?! Your house is a mess!" Yang remarked.

"No…" A horrified Peter muttered as he's getting flashbacks of the night his house was robbed and his Uncle Ben was shot in cold blood. "Aunt May! May! MAY! ANYONE!" He yells as he rushes into the kitchen in hopes of finding his aunt.

"Search the house!" Ruby orders her team, as they spread out to search for Peter's missing aunt.

Weiss and Blake rush upstairs searching the rooms for anyone but found nothing. Yang hurries to the basement and frantically glances for any sign of Peter's missing aunt. "Where is she?!" Peter wonders as he desperately searches the kitchen and the backyard for his aunt.

Meanwhile, Ruby investigates the ruined living room for a while until she gazed at a mysterious package idly lying on the floor. She picks it up and looks at the label, noticing it was sent to Peter but doesn't say anything about who sent it. "Peter! I found a package, but it doesn't say who's it from!" She shouts as he reenters the house.

"Lemme see!" Peter takes the package from her hands and quickly opens it to find a tablet, just as Team RWBY reunites behind him. "A tablet?" He questioned with a confused expression.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-MJ Scare Ride**

Suspicious, Peter presses on the tablet. In an instant, it projects a small, laughing hologram of the Goblin King standing on the device, much to the group's utter shock. "Osborn…" Peter snarls with simmering rage.

'_Ahahahahaha! Hello, Parker! If you're watching this, then you have discovered my gift.' _Osborn reveals this is just a holo-recording._ 'I would've allowed your Aunt May to hand it to you, but she was so DESPERATE to hang out with ME instead. To not make her feel so lonely, I also invited that wonderful redhead you love so much. The three of us are gonna have a LOVELY time watching your ultimate failure! Once you're dead along with the remaining universes, I'll allow them to live in my new world as slaves, maids, what's the difference. But if they annoy me with their whining and insults and pleads for help, I'll just throw them off a bridge. That always shuts someone up. Ahahahahahaha!' _He taunts his nemesis with his laughing, infuriating Peter to envelop himself in his X-Aura as his eyes turn beastly blue and grows fangs, _'I hope you're not too upset, Peter. I just want to give your family a good time before they die anyways. If you have a problem with me, find my Hellcarrier so we can chat. And don't crush this tablet. It's expensive.' _He jokes, ending the recording as quickly as Peter crushing the tablet with vicious rage.

"You heartless…. ruthless…_**How could you…" **_An infuriated Peter speaks alongside The Other, as it slowly manifests from within through his intense rage.

"Peter, calm down! We'll find them! Don't worry!" Ruby quickly calms him down before he loses control of himself.

"I should've been here. It's all my fault…" Peter regains his senses as he collapses on his knees in sadness and frustration, blaming himself for the kidnapping of his family.

"It's not. Don't do this to yourself, Pete. I swear with all my life that we WILL find your family!" Yang kneels down, hugging his sadden boyfriend while ensuring him everything will be alright.

Suddenly, the girls hear someone approaching the house and turn to see Sonic and Tails running inside. "Guys, we have a problem! Ozpin's gone missing!" Sonic informs the huntresses, much to their shock.

"What?! How?!" Blake questioned.

"We don't know. We think he's been kidnapped by Goblin, but we're not sure why." Tails responded.

"It's Goblin, alright." Peter stands from the floor with a serious demeanor. "He kidnapped Aunt May and MJ." He told his mobian friends.

"What?! That creep! What's he planning with them?!" Sonic scowls, furious upon hearing the kidnapping of his friend's family.

"He wants to torture me until the end of the universe." Peter replied.

"Osborn has A LOT of nerve pulling that stunt! We'll find 'em, Pete. I promise you that!" Sonic promised.

Peter nods in acknowledgement, "We will. This isn't the time to be moping. If I learned one thing over the years is that being Spider-Man has given me a lot and taken a lot away. But one thing never changes. My responsibility to use my powers for others before myself, no matter what the cost. This war has gone on long enough. My family and countless others are in danger, and I won't let them down. Then I'll stop Goblin. And this time, it's for the last time." He declared with a look of pure determination, as he's now more determined than ever to save their worlds.

**BGM End**

* * *

**Later at Remnant…**

**BGM-Sonic and the Black Knight OST-The End of the World**

The capital cities of each kingdom are being evacuated to prepare the planet for the final Incursion, which is about to begin at any moment. During evacuation, some civilians stop on their tracks when they notice the sky suddenly turn red. Curious, they look to the sky. And to their complete shock, they spot another planet in their orbit. Earth to be exact. And it gets weirder. Mobius and Blaze's planet are also on a collision course with the planet. Civilians from each planet are watching the red sky in fear while talking, trying to figure out what is going on and how they'll be saved.

Inside the Tricarrier, Nick Fury stares through a window at the three planets co-existing with each other and Remnant, and soon to crash into each other in exactly eight hours. "This is it." Fury muttered. "Hill, you seeing this?" He contacts to Hill, who appears on a monitor while stationed on Earth.

'_Affirmative. I'm seeing Remnant, Mobius, and the Sol Zone from outside my window.' _Hill confirmed.

"Keep Earth calm until we're done here and tell Richards to hurry with the Cosmic Emeralds. I'm heading to Beacon to pick up the team that'll aid in our assault on the Hellcarrier. We have eight hours and counting to get this right or else everything is dead. We can't afford to lose this fight." Fury ordered with a serious demeanor.

**BGM End**

* * *

**Meanwhile at Beacon Academy…**

Yang looked out through the window of her team's dorm and stares at the three planets accompanying the red sky, which she finds a little depressing. "And here I thought having a space god head for a moon was disturbing." She quipped to lighten the mood. She turns to Spider-Man, who is about done equipping himself with all of his essentials, "You ready, Pete?" She asked.

"Just a sec." Spidey presses on his Webware, materializing his nanotech Iron Spider Armor around himself within seconds. **"Booyah! Iron Spider Armor online, equipped with all its anti-Goblin weaponary and ready to save the multiverse!" **He remarks enthusiastically.

"Don't forget your Asgardian ISO-8." Yang tosses him a rainbow ISO-8 crystal that he catches effortlessly. "Modified ISO-8 that made contact with the magic of Asgard that should boost our powers to their fullest potential." She described with a smile.

"**Very nice. Would've liked for the Asgardians to join us, but this is a good compromise." **Spidey remarks before away the ISO-8.

Yang approaches him and grabs out his hands to hold onto, looking at his eyes while giving him a somber stare, "We'll save your family, Pete. We will. I know what it's like losing a mother and unable to save her." She promises him that they will save his Aunt May and Mary Jane.

Mentally, Peter retracts the mask down into the neckline to reveal his face to her, "Don't blame yourself. You were just a baby when Raven left. She was a bandit and a Maiden, which made her a target for dangerous people. She left to protect you. Though it doesn't excuse her for not sending a letter every now and then."

"It may be too late for my mother, but not for your aunt." Yang remarks with a determined expression to save his family.

"Thank you." Peter responds, leaning forward to share a passionate kiss with his girlfriend.

* * *

**Meanwhile with Ruby…**

"No disrespect, Captain, but are you _sure _this is a good idea?" Ruby questioned, standing inside an empty hallway with the first avenger, as he willingly hands her the Heven Scythe. "I love wielding the greatest weapon in the universe created by the gods as much as the next guy, but, you sure you don't want to give this to someone…older?" She asked, wondering why she is being given their secret weapon against Goblin.

"Most of the adults on the team aren't as proficient wielding a scythe like you, Ruby." Captain America answered.

"B-But what about Uncle Qrow? He's better fighting with a scythe than me." Ruby rebutted.

"He was worried that his misfortune would cause more harm than good." Steve answered, but Ruby still looks unsure with this type of responsibility. "Look, kid." He places his comforting hands on her shoulders, "It's not about age or experience that determines if you are ready. It's about having heart and the courage to fight back, even against impossible odds. You've shown me that will time and time again. You're ready. It's time to put our training together to good use." He gave her an encouraging speech, which seemed to have did the trick to rid her self-doubts.

"Thanks, Cap." Ruby smiled while wielding the Heven Scythe, prompting the super-solider to smile as well.

* * *

**Meanwhile in the Beacon Amphitheater…**

**BGM-Spider-Man: Web of Shadows OST-S.H.I.E.L.D. Quarantine Zone**

Students and Huntsmen are gathering inside the amphitheater to retrieve their missions and a speech before they head out to save the world. Sonic is hanging out with Blaze, Blake, and Weiss as they have a little conversation with each other. "Is the city evacuated?" Weiss asks the hedgehog.

"Nearly done. Hopefully before the Cabal shows up with the party." Sonic answered.

"Heya guys! How do you like my new outfit?!" Nora suddenly greets her friends while wearing her new Valkyrie Armor and Thor helmet that she was given as a gift from Valkyrie.

"Not bad. All you're missing now is a flying horse." Sonic smiles, complimenting her new armor.

"That's the armor the Asgardians gave you, right?" Blaze asked the huntress.

"That's right! I'm a true Valkyrie now! Thor Valkyrie, Goddess of Thunder!" Nora dramatically points her hammer to the sky while she is joined by the rest of Team JNPR.

"Let's stay focused in saving the world." Ren reminds his teammate.

"We heard about Peter's family. Is he doing okay?" Pyrrha asks his friends with a worried expression.

"He's fine. They should be held captive onboard the Hellcarrier." Blake answered.

"Wish we could come along, but we have a responsibility protecting Vale. Tell him to be careful, and that we'll be fighting for him. He's done so much for us that it'd be wrong not to return the favor." Jaune tells them.

"I'll relay the message." Blake nods with a smile.

Nearby, Frank West is taking countless pictures of the many different heroes and huntsmen that have gathered inside the amphitheater. "Okay. One more shot…" He lies to himself while moving around the room taking several more pictures, unknowingly passing by Spider-Man, Yang, and Ruby as they enter the amphitheater.

"**I hoped you have taken the lens caps off, buddy…" **Spidey mocks the outworldly photojournalist.

"I would make for an awesome reporter." Yang joked.

"**I don't see it."** Peter quipped.

"Why not?" Yang asked.

"_**You would never be half the reporter we were!" **_Suddenly, Venom greets the trio of heroes alongside his new partner in vengeance, Cinder Fall.

"Cinder and Venom?" Ruby remarks in shock to see them together.

"**Not sure how I feel about you two as partners." **Spidey commented.

"Does it make you terrified that your greatest enemies have joined forces to potentially destroy you one day?" Cinder taunts him with a sly smile.

"**If the Incursions or Goblin don't do it first." **Spidey quipped.

"_**We are the agents of destruction! We will prove to Goblin that we are Spider-Man's greatest foe!" **_Venom declared.

"**As long as you eat him before you eat me." **Spidey joked. **"So I'm guessing you two will also join us raiding the Hellcarrier?" **He guessed.

"I still have a score to settle with Osborn." Cinder replied. "Though it frustrates me that you were chosen to receive godlike power, I'll let it slide until our universe is saved. But if you happen to die in the meantime, I would be honored to volunteer as your replacement." She slyly joked.

"**Nah. You're better off volunteering for new glass slippers, Cinderella. See ya." **Spidey quipped, walking with his friends away from the annoyed Cinder.

**BGM End**

As the assembly becomes full of people, Captain America has one quick talk with Professor Goodwitch. "Seems that Goblin stole the Relics when we weren't looking. Keep the school safe until we return with Ozpin." Steve orders the temporary headmistress of Beacon.

"I will, Captain. Good luck." Glynda responded.

**BGM-Avengers: Endgame OST-One Shot**

The whole assembly goes silent when they see Captain America standing behind the microphone, ready to give heroes and huntsmen alike from across their worlds a motivational speech before they all leave to save the world. "Weeks ago, we were alone. Divided. Born of parallel universes fighting their own battles. Today we stand united, together, for one goal and one wish. You know your teams. You know your missions. Protect and serve. We owe it to everyone we lost to take this stand. Be careful. Look out for each other. This is the fight of our lives. And we're gonna win. Whatever it takes. Good luck." Steve spoke before walking down the stage.

"He's pretty good at that." A surprised Ruby comments on how good that speech was.

"**Right?!" **Spidey agreed.

"It's time, heroes!" Captain Marvel calls everyone to hurry to their mission point.

"LET'S MOVE OUT!" Chris Redfield shouted.

The army of heroes exit from the assembly to the docking bay, where several ships are waiting to escort them into the city. Several huntsmen students like Teams JNPR and CFVY hop into jets and fly them to Vale. Meanwhile, X and Zero collide arms as their friendly way of saying goodbye to each other before they split off to their separate teams.

"This is it, my friend. See you on the other side." X said, prompting Zero to respond with a smiling scoff.

"Alright, let's go!" Sonic runs alongside Tails and Knuckles towards Lockjaw, as the teleporting dog takes them to the Tricarrier hovering near the school while other heroes are taken there via Quinjets.

Once all the chosen heroes have assembled inside the Tricarrier, Fury shouts, "WE'RE OFF!" before the giant ship flies over the kingdom towards the location of the Hellcarrier for their final battle against the Cabal.

**BGM End**

* * *

**Meanwhile, aboard the Hellcarrier…**

**BGM-Mega Man Maverick Hunter X OST-Sigma Transforms**

The Goblin King stands proudly while his cape flaunts with the wind atop of his deathly mega flagship in amidst of rough weather. His flagship is located in the heart of the Cabal's fleet, an armada of heavily-armed aerial battleships packing enough firepower to wreak havoc across the entire planet. From Goblin Ships to Hydra's Terror-Carriers to A.I.M.'s Advanced Carriers, they are all flying united before they split off to assault each kingdom.

The Cabal gathered behind Goblin as he starts laughing menacingly. _**"Come and get me, Spider-Man! The time has come to prove your mettle against me! This fight will decide the fate of ALL worlds! The war for the future is about to reach its climax!" **_He expressed, gesturing his arms outward while cackling maniacally as the final battle is about to begin.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: The final battles of this story are about to begin with the multi-parter arc named "Goblin War". It's the Ultimate Alliance versus the full force of The Cabal during the Final Incursion. Who will come out on top? Who could die? Any surprise guests? Find out soon.**

**Next time: War against the Goblin Fleet!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	73. Vol 3 Issue 23: Goblin War (Part 1)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! The Final Incursion has arrived and all remaining universes are on a collision course with each other, and the only way to save our worlds are with the power of the Emeralds and by defeating the Cabal. Goblin kidnapped Aunt May, Mary Jane, and for some reason, Ozpin and locked them in the Hellcarrier. No doubt it's a trap, but I don't care. We have less than eight hours to save everything before everything goes boom!**

**BGM End**

* * *

_Vol 3 Issue 23: Goblin War (Part 1) - Battle for Remnant_

**S.H.I.E.L.D. Tricarrier**

**BGM-Mega Man Zero 3 OST-Prismatic (Telos Ver.)**

"If this is gonna be our last day alive, I was hoping to check out a few things on Earth." Blake says, having a small conversation with the armored Spider-Man as they walk through a hallway towards the command deck.

"**What did you wanted to check out?" **Spidey asked.

"The Olympics. Maybe try a Starbucks." Blake replied, which ensues a chuckle from the webslinger.

A door opens for the two friends as they enter the command deck, where Ruby, Captain America, Captain Marvel, and Commander Redfield are gathered before Nick Fury. Team RBP reassemble on one side while the adult heroes stand on the other. Fury stands before them just as he's about to brief them on their final mission against the Cabal.

"Thanks to the coordinates provided by Loki, we'll be intercepting the Hellcarrier high above of Vytal in a few minutes. That island is where the four kingdoms negotiated and declared peace at the end of the Great War. It's not a coincidence that the final battle of this Goblin War will end over there." Fury stated. "Your objectives are to destroy the flagship's core and find Goblin! Fend him off until Reed Richards finishes the Cosmic Emeralds. It won't be easy. According to our sensors, the Hellcarrier is surrounded by a massive thunderstorm and hundreds of battleships. Similar fleets have been reported nearing each kingdom and are about to invade. We can't waste any time. We have less than eight hours until reality collapse. You're our only hope to infiltrate that base." He briefed the heroes.

"Don't worry, Colonel. Our teams are in position and are ready to head out. We won't fail!" Captain America assured the director.

"I know. Alright heroes, move out! Make me proud!" Fury wishes them luck.

**BGM End**

**BGM-Sonic: After the Sequel OST-We're Going Deep, and We're Going Hard**

Outside, the Tricarrier and its fleet of Helicarriers and Atlesian Airships are flying across the stratosphere as they near Vytal Island, where they are about to be greeted by the Cabal's immense group of flying battleships. "All SHIELD agents and Atlesian soliders, battle stations! Heroes, prepare for takeoff!" Fury shouted through the intercom, ordering everyone throughout his fleet to prepare for battle.

Down in the hanger deck, Captain America and Chris Redfield run into a Quinjet with some other heroes, while Ruby and Blake hop into the jet housing the rest of Team RWBY, Blaze, Shadow, and Silver. Tails and Knuckles sit on the seats of the Tornado 2, while Sonic and Spider-Man jump onto the wings of the biplane.

"**Showtime!" **Spidey exclaims while striking a landing pose.

"Let's give 'em a party to remember!" Sonic smirked, eager for some chaotic action.

Captain Marvel stands next to Iron Man as the hanger doors are opening themselves into the hellish red skies. **"This is our Hail Mary." **Iron Man lifts himself into the air with his hover boots. **"Alright heroes! Time to work for a living!" **He joked, flying outside alongside Captain Marvel and other fliers as they lead an enormous squadron of fighter jets into the aerial battlezone.

**BGM End**

**BGM-Sonic Heroes OST-Egg Fleet**

The Goblin Fleet launches the first strike by unleashing a deadly storm of attacks ranging from guns to cannons all at once. Enemy fighter jets are deployed and quickly go head-to-head with the military's jets, trading fatal blows that blow them out of the sky. In mere moments, the red sky is filled with explosions and gunfire as SHIELD and The Cabal go all-out against each other with their respective fleets.

Inside a Quinjet piloted by Black Widow, Team RWBY are amazed of the chaotic battle outside while trying to keep their balance from the constant rumbling. "We're flying very high! It's like we're at the edge of space!" Weiss commented.

"Can we _please _land soon?" An uncomfortable Blaze asked the pilot, as her acrophobia is kicking in badly.

"Listen to the princess, Widow! Stop driving like a New York cabbie!" Hawkeye quips while commanding the jet's laser turrets.

"Keep shooting, the meter's running." Widow joked, performing a barrel roll to avoid attacks while Hawkeye keeps shooting down numerous jets.

Near the Quinjet is the Tornado 2 with Tails behind the helm. Explosions keep booming around the plane it's becoming hard to focus. Several cannons fired at it through the smoke, which was immediately sensed by Spider-Man. **"Go down!" **He shouts from the wings, ordering the fox to dive down away from the cannon barrage.

"Sure are lots of battleships!" Sonic remarked.

"Where'd they get so many?" Tails wondered.

"They really went overboard!" Knuckles commented.

Iron Man zooms past the biplane and targets a Hydra Terror-Carrier in his way. He flies over their flight deck, quickly blasting down dozens of men while telling his allies, **"We need to clear a path! Destroy as many battleships as we can 'til we reach the Hellcarrier!" **He flies inside the ship and destroy its engines, quickly flying away while allowing the Terror-Carrier to crash.

"Say no more!" Thor charges up lightning in his hammer and unleashes it as a powerful blast onto an AIM Advanced Carrier, instantly blowing it out of the sky.

Hulk roars monstrously while leaping from battleship to battleship with every second, devastating each of them with his furious smashes. Storm calls down numerous lightning bolts that blast down a horde of jets surrounding her. Captain Marvel temporarily goes Binary and tank energy bullets before piercing through a Goblin Ship with ease.

"Sonic, Spidey, hold on tight!" Tails warns his friends. "Transforming, NOW!" He presses a button that triggers a transformation for the Tornado 2. It folds its wings into an X-shape and gains a different shape for the plane's tail, effectively turning it into a jet place. With this new speed and Sonic and Spidey holding onto the reformed wings for their dear life, Tails shouts, "Let's do it!" before boosting towards a Goblin Ship. The ship throws everything it got on the transformed Tornado, but it misses badly because of its extreme speed and Tails' pro piloting skills. "Sonic, Spidey, I got this one! Attack that other battleship!" He eyes at the second Goblin Ship near the first one.

"**Got it!" **Spidey responded.

"Here we go!" Sonic jumps off the plane alongside Spidey, while Tails flies the Tornado 2 to his Goblin Ship and assault it's weakpoints with machine gun fire and powerful homing missiles.

Meanwhile, Sonic and Spidey skydive towards another Goblin Ship while dodging the cannons firing at them. **"You guys need better target reticles!" **Spidey jokes, blowing up rockets with his repulsors while Sonic destroys a few before riding down a missile. As they near the flight deck, Sonic kicks down the missile and grabs onto Spider-Man while they continue avoiding more missiles. Spidey attaches weblines on the hedgehog before spinning themselves around and moving along the ground as a destructive cyclone that demolishes everything in their path as they enter the hallways of the ship. Spidey throws the hedgehog forward, who spin kicks and homing attacks more goons while Spidey kicks a thrown pumpkin bomb at the command deck, blowing it up and causing the ship to crash.

"CHARGE!" Sonic shouts, as the duo is launched out of the crashing ship and regroup with the Tornado 2 in the air after it obliterated a Goblin Ship of its own.

"ALL RIGHT!" Knuckles cheered while Tails gives his friends a thumbs up.

"**Let's go for an encore!" **Spidey dives onto a flying Skyshark and attaches it with webbing before using his strength to redirect and force it to crash onto another Goblin Ship, blowing a massive hole into it. Tails launches several homing missiles onto the ship, weakening it enough for Sonic to deliver the decisive blow with a piercing spin attack from midair.

Sonic harmlessly falls down the air until he is suddenly caught by Black Widow's Quinjet. "Way to go guys!" Yang cheered enthusiastically for her friends demolishing several enemy battleships.

"This fleet's as impressive as the Egg Fleet, meaning it doesn't stand a chance!" Sonic smirked cockily while crouching on the speedy Quinjet.

"Then let's hope you have enough experience destroying a flagship. We're closing in on the Hellcarrier!" Widow warns her allies as they near their destination.

**BGM End**

The Hellcarrier is permanently hidden within the massive thunderstorm up ahead. With the help of Storm and her powers over the weather, the heroes safely fly into the storm without any chaotic lightning blowing them out of the sky. After flying out of the thick fog, the heroes arrive in the heart of the Goblin Fleet. As soon as they spotted the Hellcarrier, the heroes were awestruck, with Iron Man taking a moment to stop in the air and quip, **"And I thought I had seen everything." **He remarked, staring at a gargantuan Grimm Wyvern-shaped battle flagship with high tech weaponry guarded by The Cabal's best soliders.

"T-THAT's the Hellcarrier…?" A shocked Ruby remarked.

"By Odin's beard! Look at the size of that vessel!" Thor commented.

"Forget vessel! That thing's a flying CITY!" Knuckles proclaimed.

"Not even the Gesellschaft is _that _big!" Tron Bonne stated.

"Was the Hellcarrier always this big?" Tails asked Spider-Man.

"**Don't exactly remember since I was kinda unconscious when Goblin kidnapped me." **Spidey quipped.

"Let's admire it more once we land." Black Widow says, as the heroes find a safe place to land on the massive Hellcarrier.

* * *

**Hellcarrier**

The heroes manage to find a flight deck for them to land their jets. Once they've landed, they regroup around each other and do a head count on who survived the trip to the Hellcarrier. Looks like everyone is here, but Captain Marvel notices there is one hero missing. "Where's Wolverine?" She asked.

"MWAHAHAHAHAHAHA!" Wolverine's evil laugh captured their attention, as the heroes look to the sky to see the X-Man viciously stabbing robots on a Skyshark while causing it to explosively crash onto the Hellcarrier.

"**That dude scares me." **Spidey joked.

Unsurprisingly, Wolverine survived the crash thanks to his healing factor and stubborn nature. He walks out of the crash site unscathed and regroups with the unified heroes as they all give him strange looks. "What are you babies looking at?" Wolverine mocked, as his friends give each other a strange look from his comment.

"No time to waste!" Captain America said to get the team's attention. "We gotta keep moving on foot! Get to the core where Goblin is! Stick together! We're in their territory." He commanded the heroes as he takes lead, walking ahead into this nightmarish flagship.

The unified heroes walk along a long, quiet pathway on this dark and twisted battleship constantly surrounded by rough weather with occasional thunder. _**"Goblin certainly has been busy." **_Venom comments on the Hellcarrier.

"So this is where he's been hiding like a coward. How quaint." Cinder remarked.

"How does a ship this big stay afloat?" Chun-Li questioned.

"_**I can sense that this ship was created in the depths of Hell." **_Ghost Rider proclaimed.

"**Yeah, Oscorp." **Iron Man quipped.** "And AIM. And Hydra. This ship **_**reeks**_** of inferior tech." **He joked.

"Nonetheless, this aircraft is still a _marvel_ of engineering. Destroying it won't be easy." X proclaimed.

"**This is where it all began for me. Fought Goblin before we were both sent to Remnant." **Spider-Man stated.

"And this is where it'll all end. We'll defeat Goblin and save our worlds." Ruby said to the webslinger with a determined look.

**BGM-Marvel Ultimate Alliance 3 OST-The Black Order**

"**Correct. This is where it will all end…" **Ultron's monotone voice surprised the heroes, as they look up at a tower ahead to see the evil android and Baron Mordo standing together, both constantly emitting a cosmic blue aura. **"Unfortunately, none of you will live to see our new world."**

"**Ultron and Mordo! And from the looks of it, they've been supercharged with energy from the Universal Seed!" **Iron Man scanned.

"Just a mere sample of its power will be enough to do you in! Marvel at the creations we have conjured up with its cosmic energy!" Mordo expressed, gesturing an arm down to the pathway where the heroes are standing.

From across the heroes, they are being approached by a large army of familiar faces. Clones of Goblin Knight, Menace, Mach-X, Iron Patriot, Evil Ryu, Zzzax, and first-form Onslaught, each of them with glowing purple eyes and emotionless stares at the Unified Army.

"**What the?! I recognize some of these bozos! Goblin Knight, Menace, Mach-X…" **Spidey remarked.

"These are villains we've beaten in the past! How are they still alive and there's a whole army of them?!" A shocked Ruby questions.

The clone army rush to attack the heroes with their unique abilities. Iron Man flies around blasting clones of Mach-X and Goblin Knight while scanning them for answers on their existence. **"They've been time-cloned! The Cabal created duplicates by warping the fabric of space and time using the Seed. They're not perfect. Their personalities didn't remain intact!" **Stark informs his allies that they are facing a Time-Clone Army commanded by Ultron and Mordo.

"**Great! It's Blake's Semblance on cosmic crack! This is why I hate clones!" **Spidey quipped, striking down clones using his waldoes.

"Less whining, more webbing!" Blake remarks while striking down a Goblin Knight.

X blasts down an Iron Patriot clone while fighting back-to-back with Rocket. "D'ast!" Rocket cursed, noticing they are about to be surrounded by the Time-Clones.

"What do we do? Should we fall back and regroup?" X asked, worried about their chances of survival.

"Don't you get it? There is no falling back. This is a one-way trip." Rocket proclaims while shooting down another clone. More clones show up to completely surround the heroes as they prepare to counterattack, while Ultron and Mordo taunt them with maniacal laughter of their inevitable failure.

**BGM End**

* * *

**Meanwhile on the Tricarrier…**

**BGM-Sonic Unleashed OST-Dark Gaia Phase 1 (Running)**

The massive aircraft is taking a constant beating from the Goblin Fleet and causes the interior to violently rumble with every attack it withstands, which can be felt all the way to the command deck where Nick Fury is commanding his forces. "Sir, we're taking heavy fire! What are your orders?!" A SHIELD agent asks his boss.

"Activate our forcefield and charge up the laser cannon! Target the ships in my sight! Once charged, drop the shields then fire!" Fury commanded.

Quickly, the Tricarrier surrounds itself with a deflective forcefield that's protecting the ship from the enemy fleet's relentless attacks. In the meantime, the ship unveils its large laser cannon hidden beneath the vessel while charging up with ISO-energy. Once charged, Fury shouts, "FIRE!" and has the cannon unleashes a gigantic energy beam that obliterates at least a dozen battleships in a single shot before going into cooldown mode, allowing SHIELD's fleet to unleash their fierce counterattack.

"There. That should give us a little breathing room." Fury proclaimed.

'_Director Fury!' _Suddenly, Spider-Woman appears in his monitor to speak with him.

"Spider-Woman, status report!" Fury requested.

* * *

**Meanwhile at Vale…**

"We're holding our own here in Vale!" Spider-Woman informs the director while effortlessly taking down enemy troops by herself on the devastated streets of Vale. "Grimm are pouring into the city and Beacon because of the increased negativity, but our troops are handling them! Our main concern here is Magneto! He's been powered up with cosmic energy and is leading an army, including the resurrected Fire Elemental, Molten Man! Claimed it was 'time-cloned'!" She reports, while fighting against the cosmically-empowered Magneto and Time-Cloned Molten Man.

Spider-Woman fights alongside Team JNPR, Qrow, Iron Fist, and Human Torch against the villains. Magneto throws a large truck with his magnetic abilities, but Pyrrha uses her own magnetic powers to stop it in midair for Jaune to cleave with his sword, while also giving Iron Fist a chance to smash the distracted mutant into the ground with his energy fist, ensuing a large crater. Nora in her Valkyrie armor smashes the ground with her hammer, creating pillars of lightning that shockwaves out in front of her and electrocuting her enemies. Meanwhile, Ren and Qrow continuously fire at the resurrected Molten Man, who absorbs their bullets before spewing fire that forces them to run.

"Hey, hey! I'm the only hot stuff around here!" Torch quips, working together with Spider-Woman as they unleash a combined blast that knocks down the elemental for a moment.

'_What about the other Elementals?' _Fury inquiries from Spider-Woman.

"More than likely the other three were recreated and attacking their own kingdom alongside a Cabal member." Jessica replied.

* * *

**Meanwhile at Mistral, Haven Academy…**

At the large and spacious quad area near Haven's Grand Hall, Colossus uppercutted a Simian Sentry into submission while Psylocke clashes her energy blade with the cosmically-empowered Adam Taurus's own blade. They clash evenly, until a sneaky Black Cat yanks away Adam's sword with her whip and allow Psylocke to deliver a painful strike, followed by Mercury with an explosive kick that knocks back the evil Faunus.

"Didn't that Belladonna girl ever tell you that you should never bring a sword to a cat fight?" Black Cat quips to Adam while holding his sword, as she is joined by Mercury, Emerald, Psylocke, Colossus, and Team SSSN.

"I have something better than a sword." Adam gestures out his arms and allows a powerful vortex of wind to blast away the heroes and consume a portion of Haven Academy. The windy vortex was caused by the Time-Cloned Air Elemental, Cyclone, as it reveals its scary face to the heroes from its deadly tornado.

"Oh no! Not that thing again! I hate fighting air!" Sun complained as the heroes stand their ground against Adam and Cyclone.

* * *

**Meanwhile at Atlas, Atlas Academy…**

Vision and Penny are working together to defeat a Proto-Goblin at the rear gates of Atlas Academy. They keep the mutate at bay with their respective lasers, until he fired powerful electric bolts that knocked them down. Suddenly, Zero slashes at Proto-Goblin from behind, instantly knocking him out of the fight.

"You two okay?" Zero asked his fellow androids.

"Yeah!" Penny answered.

"**We are alright, Zero." **Vision responded.

"We're not!" A terrified Marrow Amin shouted, as he and the rest of the Ace Operatives are being overpowered by water blasts coming from the massive Water Elemental, Hydro-Man.

"I'll cover you!" Invisible Woman creates a forcefield for each Ace-Op, protecting them from Hydro-Man's ranged blasts.

"Freeze! You are under arrest for giving everyone a cold shower!" Iceman punned, freezing the elemental with his ice powers. Once Hydro-Man was completely frozen, Elm Ederne shatters it into pieces with her massive hammer using earth-shattering force. As she lands next to Iceman, the two were suddenly blasted away by the cosmically-empowered MODOK's telepathic beam.

"Fools! Atlas boasted itself as a technological kingdom, yet it's technology is about as advanced as Apple products! I will take _pleasure_ wiping out this kingdom of its inferior science!" MODOK laughs manically, while Hydro-Man reforms itself and roars at the gathered heroes.

* * *

**Meanwhile at Vacuo, Shade Academy…**

"Guess what time it is?! It's clobbering walking beach time!" The Thing shouts as he smashes through the resurrected Earth Elemental, Sandman, with his powerful rocky fist and leaves a gaping hole.

The large Sandman quickly regenerates the hole with its own sand and smacks Thing away with its morphing arm hammer. Suddenly, the elemental turns into mud because of Crystal spraying water onto it using her elemental abilities.

"It's vulnerable! ATTACK!" Falcon commands the Vacuo's forces defending Shade Academy to unleash everything on the muddy Sandman. Winter Solider commands a squadron while unloading bullets from his machine gun onto the roaring Sandman, who is being joined by the cosmically-empowered Madame Hydra and her forces.

"You should've never betrayed Hydra, Winter Solider. Now you will burn along with the rest of the world." Viper taunted, commanding her forces to unleash a storm of attacks on her enemies.

"Wasn't a betrayal if I didn't join willingly. I ain't nobody's weapon anymore." Bucky equips himself with an assault rifle and uses it to fire grenades that dispatch clusters of enemy targets behind Viper.

* * *

**Meanwhile on the Tricarrier…**

Nick Fury is watching every intense battle from each kingdom unfold from four separate monitors in his command deck, pondering for some useful advice to give each team. "Focus on the enemy commanders! If the Elementals are being time-cloned, taking out their creators should stop production!" Fury advices each team.

'_Acknowledged.' _Spider-Woman responded before hanging up.

"I doubt any of the action out there compares to what's happening inside the Hellcarrier. Keep on fighting, team. You're our last hope." Fury mutters while staring out at the massive thunderstorm that's surrounding the Hellcarrier.

**BGM End**

* * *

**Meanwhile at the Hellcarrier…**

**BGM-Marvel Ultimate Alliance 3 OST-The Fight Rages On**

"This works a lot better when we can take them on one at a time…!" A frantic Ruby comments while back-to-back with Captain America, as the duo found themselves cornered while facing Goblin Knight and Onslaught respectively. Luckily, Spider-Man swings over and webs the Goblin Knight and Onslaught to the ground to help his smiling friends. "Thanks, Spidey!" Ruby said.

Meanwhile, Shadow and Mach-X are racing each other through the battlefield while Sonic single-handling takes down several time-clones, which helps Shadow take down Mach-X. "I didn't need your help!" Shadow yells at the blue hedgehog.

"I know. I just like to steal your fun. I'll let you deal with that ice cream girl, though." Sonic quipped, leaving Shadow to fight Menace.

Sonic fights near Spider-Man, as the webslinger anxiously firing at clones with his repulsor web cannon, **"These Time-Clones are just wasting our time! We've GOT to keep moving! We've left May and MJ waiting too long, and…and…!"**

"Don't get your webs in a knot! We've GOT this. Your family is as good as saved." Sonic assures his friend while elbowing down an Evil Ryu.

As Hulk smashes down a large Zzzax and Iron Man and Dr. Strange go to war with Ultron and Mordo, Blaze and Phoenix find themselves surrounded by an army of clones. Phoenix projects a fiery barrier to protect herself and Blaze from the clones' powerful assault. "You clones will regret fighting the two of us." Blaze threatened.

"The guardian of the Sol Emeralds and the avatar of the Phoenix Force! Together, our flames _cannot _be extinguished!" Phoenix proclaims, as the fiery duo charge their power together and unleashes a colossal inferno that incarnates the clones into nothing.

"HA! The Cabal should've never sent clones against me! None of you are immune to my power!" Silver proclaims while holding down a large group of clones for his allies to easily defeat.

Nearby, Knuckles just taken down a Menace clone with one ferocious punch. "I don't see how this girl gave you so much trouble, Bushy Blondie." Knuckles taunts Yang, who's fighting next to him.

"Maybe because it's a clone that's as dumb as you." Yang insulted while ruthlessly punching down a Goblin Knight clone.

While Ryu collides Hadokens with an Evil Ryu clone, Venom casts a web net that binds Onslaught and allows the lethal protect to assault him with a series of melee attacks. He quickly rips off his helmet, allowing Cinder to leap through the air with a flaming spinning slash that decapitates Onslaught. "And Spider-Man believed Onslaught was more 'terrifying' than me." Cinder remarks while standing behind the headless clone.

"_**Spider-Man loves to underestimates his opponents. That will be his downfall one day." **_Venom commented.

Meanwhile, Tron Bonne uses a satellite dish from her Gustaff to control a giant Servbot that attacks its enemies with a large hammer before shrinking to normal size. "Seven – six, eight - six, nine – six!" Dante quips, easily striking down clones with his sword and guns while playfully competing against Hawkeye. "Come on, Hawkeye, man – this is getting embarrassing!" He turns to the archer.

The bowman readies his bow at three clones of Iron Patriot and shoots them with three explosive arrows, evening the score between him and Dante. "Let's call it a tie." Hawkeye quipped.

"Yo, Dante!" Rocket grabs his attention while holding his now-useless gatling gun. "Outta ammo. Can the ladies come out to play?" He asks for his dual handguns.

"For you, Rocket, anything. Be good." Dante whips out his handguns and tosses them for the space raccoon to catch.

"Ebony, Ivory…Care to dance?" Rocket sarcastically remarks while firing his borrowed handguns at incoming clones crazily.

In the meantime, several clones are tricked to strike at an illusion of Loki, in which the real Loki takes advantage of their confusion and dispatches them with chilling spikes of ice. The god turns to Ruby and says, "You! Silver-eyed child!"

"Yes?" Ruby turns and faces him.

"Isn't it time to demonstrate the power of the Heven Scythe?" Loki questioned.

"I suppose." Ruby mystically summons the divine scythe out of thin air to wield in her hand. With the Heven Scythe, Ruby is having an easier time dispatching foes with single slashes. While facing a crowd of clones, the huntress spins in place for a moment before slashing the air, unleashing a spiraling blast of energy that completely demolishes the crowd, and knocks away Ultron and Mordo when they weren't looking, much to her amazement. "This weapon is AWESOME!" She exclaimed.

"It won't be enough." X proclaimed. "It doesn't matter how many we take down. The Cabal will just keep time-cloning them." He told the huntress while charging up a powerful shot to shoot at Ultron.

"If we defeat Ultron and Mordo, will they stop appearing?" Ruby asked, while Dr. Strange is distracting fighting Mordo.

"**Possibly." **Iron Man answered her. **"It's also possible that Goblin is the one producing these clones with the Seed." **

"We're playing right into Osborn's hands!" Captain America remarks while hurling his shield at clones. "If we continue fighting, we'll just help the Seed gain more energy. We need to strike at Goblin NOW." He stated.

"Commander Redfield. Take Wolverine and some others to track down Goblin. We'll catch up and use ISO-8 if we're in a pinch." Captain Marvel ordered, while she and Nova are fighting Ultron and Mordo.

"Acknowledged! Anyone who's near me, follow me!" Redfield leads a team consisting of Wolverine, Dante, Venom, Shadow, Blaze, Spider-Man, Team Sonic, and Team RWBY further into the Hellcarrier.

**BGM End**

**BGM-Sonic Adventure 2 OST-Madness**

Commander Redfield's team venture onto the gun deck of the Hellcarrier, which is an outer deck set during the cloudy weather where one can see artillery cannons rotating and shooting at SHIELD fighter jets that were unlucky enough to fly around the flagship. "Wolverine, how close are we to Goblin and the core?" Redfield asks the mutant.

Wolverine takes a whiff of the area and answers, "We're on the right track. But I'm also smellin' something just as annoyin' comin' this way."

The team stop on their tracks just seconds before a huge mutated figure drop down in front of them. It's Nemesis in its goblin form and holding his signature rocket launcher, and is here to stop the heroes from going any further. _**"STARS…" **_It spoke.

"Great. It's Nemesis again." An annoyed Chris points his gun at the mutant assassin.

It's not just Nemesis. Dante's older brother, Vergil, decided to join the party by landing next to Nemesis to confront the heroes. "Sorry I was late for the party." Vergil dryly remarks to his brother.

"If it isn't my jerk of a big brother. Here for our rematch, Vergil? Where's your crazy cosmic powerup?" Dante quips while stylishly pointing his guns at his brother.

"I have it. But you'll find it's different from the others, and similar to one of you." Vergil remarks cryptically, which confuses his little brother.

Suddenly, a creepily familiar red symbiote manifests itself on Vergil's body. It wraps around him into a cocoon of some sorts, until it bursts open and reveals Vergil in his Devil Trigger form. But his demon form looks different, and its power has been greatly augmented. The form greatly resembles Vergil's original Devil Trigger but now has red alien veins across his body, a sharp red domino mask covering his eyes, and four red tentacles protruding out of his back.

Instantly, Venom recognizes Vergil's new power, _**"What? That's the Hybrid Symbiote MODOK created from us. He's bonded to it." **_He stated.

"_**My new power surpasses Sparda himself. You have resigned to your fate for facing me." **_The symbiofied Vergil proclaimed.

"**A symbiote demon and Nemesis Goblin? We don't have time for this!" **Spidey claimed.

"Then we'll be the ones to handle them…" Shadow stoically walks forward alongside Redfield, Venom, Dante, and Wolverine to confront Symbiote Vergil and Nemesis Goblin.

"Shadow…!?" Sonic remarks in shock that his rival was the first to volunteer fighting their outworldly enemies.

"While we keep them distracted, hurry and find Goblin and the hostages!" Wolverine pops his claws, ordering the young heroes to locate Goblin and Peter's family.

Spidey was shocked to hear Logan caring about the safety of his family before nodding in complete understanding. The webhead launches a webline to swing on as he leads Team Sonic, Team RWBY, Blaze, and Cinder deeper into the Hellcarrier. Redfield's team enhances themselves with their own Asgardian ISO-8, which instantly transforms Dante into his Devil Trigger form with the mystical rainbow energy of the gods flowing through him. _**"Let's get this over with!" **_Dante declared, unsheathing his sword before leading his team to clash with Vergil and Nemesis.

**BGM End**

Soon, after taking down some guards in their way, Spider-Man's group infiltrate the interior hallways of the massive flagship. While rushing through the corridor, Spidey senses another batch of trouble ready to ambush them. **"Spider-Sense tingling? Who's interrupting us **_**now**_**?"** He questioned.

**BGM-Marvel Ultimate Alliance 3 OST-The Black Order**

"Ever looked in a mirror, Spidey?" An unfamiliar female voice surprises the heroes, prompting them to quickly put up their guard. The mysterious woman drops down from the ceiling across the heroes, revealing herself as the Spider-Woman of Earth-65, but infected with the Goblin Formula and now looks a little muscular with a slightly torn-up costume that reveals her green skin. "But it doesn't seem you're _green _with envy like me." She quipped.

"Another Spider?" Sonic remarked, just as shocked as the rest of his friends to be seeing an unfamiliar spider-heroine.

"**I don't recognize her at all."** Spidey commented.

Suddenly, more infected spider-people drop down from the ceiling behind Spider-Woman. A Spider-Man wearing a black World War I airman uniform as if he was brought here from the 1930s. A Spider-Man with a futuristic blue costume with red highlights, including a large red spider partially resembling a skull as its chest insignia, almost as if he was brought here from the year 2099. And another Spider whose costume is similar to Amazing Spider-Man's but is worn by a teenage girl, and originates from Earth-982. And all these interdimensional spider-people have been infected with the Goblin Formula and serve under the Goblin King.

"**I don't recognize **_**any **_**of these spiders. What's going on? Unless…"** Amazing Spider-Man remarked, having an idea on where these other Spiders are from.

"These are Spider-Men from different universes." Blaze answered. "They must've been captured by Goblin when their worlds were destroyed and became infected with his formula." She scowled.

"Spider-Men…from different universes?" Cinder commented, visibly shocked to be confronting web warriors from across dimensions.

"That's right. And we are under orders to kill any intruders that dare to challenge our king." 65 Spider-Woman responded.

"**As a fellow Spider, I urge you not to use the word 'kill'. We aren't the kind of people who kills. We **_**disable**_**." **Amazing Spidey quipped.

"You are such a goody two shoes. We're gonna kill you." The infected Spider-Girl retorted.

"**Hey! Now what word did we just finish talking about?" **Spidey quipped.

"This is the ultimate nightmare. Multiple Spiders that share a terrible sense of humor." Weiss dryly remarked.

"Sonic. Can your team hold them off while we go on ahead?" Ruby recommends to the hedgehog.

"Got it! We'll take 'em down then catch up with ya. Hurry and save MJ and the others!" Sonic replied.

"**Goblin's only sending these guys to separate us, but we have no other choice. Thanks Sonic. I owe you guys one." **Spidey responded.

Sonic gets into a cocky fighting stance, "Just leave everything to me!" He smirks, allowing Spider-Man, Cinder, and Team RWBY to run down another hallway while Team Sonic and Blaze confront the Spider-Goblins.

"I don't see how a few talking animals can beat Spider-Goblins!" 65 Spider-Woman mocks while getting into a fighting stance with her fellow spider-goblins.

"Don't underestimate us talkin' animals! The fun stuff is just beginning!" Sonic quips, as his team whips out their own Asgardian ISO-8 to power up, boosting their powers greatly before rushing forward to battle the Spider-Goblins.

**BGM End**

* * *

**Hellcarrier, Prison Hall**

In the lower levels of the flagship, Spider-Man leads Team RWBY and Cinder down a staircase to sneak into the prison hall to find his family. The prison is mostly devoid of details with the only exception are glowing marks that are visible in the walls and ceilings.

"It's getting creepy down here." Weiss quietly commented.

"It's because we're in the brig and getting closer to the core. We must be headed in the right direction." Blake responded.

Meanwhile, Spider-Man scans the area with his HUD for any guards or hostages in the vicinity. **"No guards, but I am picking up two life signs. That must be them." **Peter believed that he has located Aunt May and Mary Jane.

Quietly, the group runs towards a prison cell housing one of the prisoners. They stand before the energy barrier and are were pleasantly shocked to have found May Parker safe and sound behind bars. **"May! Thank goodness you're okay!" **Spidey remarked, delightfully relived to see his aunt is still alive.

"Spider-Man! You're alright! Goblin tore up my house and kidnapped me, and left behind a package for you." May told him.

"**We saw. How 'meaningful' of him." **Spidey quipped.

"We'll get you outta here, Mrs. Parker. Don't worry." Ruby assures the elderly woman.

"Mrs. Parker? Why did Goblin kidnap Peter Parker's mother?" Cinder questions while looking at Spider-Man, still unaware that's his secret identity she's talking about.

"**Actually, she's his aunt." **Spidey corrected her.

"How do you know that?" Cinder stares at him suspiciously.

"**Well, because I saved her multiple times. Me and Peter are good friends, dontcha know?" **A slightly nervous Spider-Man responded, but Cinder remains suspicious.

"May. Do you know where they're keeping Mary Jane? Or our Beacon headmaster, Ozpin?" Yang asks the elderly woman.

"I'm not sure. But, there is another woman in the cell next to me. Maybe she might know." May points to the cell to her left.

"**Who else is important enough to be locked down there? Do you know her name?" **Spidey joked as he walks to the adjacent cell. But as he stands before the cell and looks at the prisoner, his eyes widen in shock as he's taken aback. **"Whoa! Nevermind! I know EXACTLY who this is." **Spidey remarks, prompting the rest of his group to join him by his side to look at the prisoner, who looks like Death herself that Cinder also recognizes in shock.

**BGM-Mega Man X8 OST-VS Sigma Demo**

"What? Salem?" Cinder remarks, staring at her imprisoned master.

"Cinder. You're still alive. And Spider-Man. Walking into an obvious trap." Salem stands from her lonely cell and approaches the heroes.

"So _you're_ the woman Ozpin warned us about." Ruby glares alongside Team RWBY as they are facing Remnant's greatest evil for the first time.

"**How did you end up in prison?" **Spidey interrogates the ancient witch.

"Goblin assaulted my domain and defeated me and killed my associates. He imprisoned me in his ship so I may suffer until the end of everything." Salem answered.

"**Which you were going to do anyways." **Spidey quipped.

"Remaking the world in my image _isn't _the same as the death and rebirth of all reality." Salem responded.

"**There are similarities. For one, you're both crazy." **Spidey quipped. **"But enough of that. Do you have any idea where they're keeping Ozpin and a teenage girl named Mary Jane Watson?" **He interrogated.

"It's like I warned you. You just walked right into an obvious trap." Salem answers cryptically.

"**Tell us something we **_**didn't **_**know when we landed on this hell ship." **Spidey retorted, starting to grow furious with her cryptic responses as he is becoming increasingly worried for MJ's safety.

**BGM End**

**BGM-Mega Man X8 OST-Boss Confrontation Demo 3**

'_That after everything I had done for you. Offered you salvation and the heir to the throne, you still rejected your destiny and sided with your death.' _Goblin's voice was suddenly heard from the intercom, startling the heroes and the prisoners.

The heroes turn to the other end of the hallway, where they see a body hologram of the Goblin King projecting himself to personally speak with them. **"Goblin! Where are our friends?!" **Spidey glares at his holo-nemesis.

"_Closer than you think." _Goblin grinned evilly.

A door opens behind the hologram as two new goblins enter the prison. One is a beautiful redheaded girl with green skin, wearing a red-and-black goblin armor with a cape and crown fit for a goblin princess. And the other goblin is a middle-aged man clad in black-and-green armor, wearing a black goblin cap and wields a familiar cane.

"**No…" **Spidey mutters in horrified shock, as he recognizes these goblins despite their mutated appearance.

"MJ…Ozpin…" Ruby remarked, visibly stunned alongside her teammates and even Cinder.

"**WHAT? DID YOU? JUST DO?!" **Spidey yelled with absolute rage at the Goblin hologram.

"_I have shown them the light. And now, they will do the same to you." _Goblin laughs maniacally before disappearing, allowing the goblinfied Mary Jane and Ozpin to fight the heroes.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

Goblin Ozpin fires a potent magic beam with his cane at the heroes, who were able to withstand his attack. Ozpin moves at superhuman speeds towards Ruby and strikes her across the room. As she stands, she quickly blocks his incoming cane strike with the Heven Scythe. "Never imagined I'd fight my headmaster when I enrolled to Beacon." Ruby quips while struggling to overpower her mind-controlled professor.

"I did!" Cinder delivers a painful roundhouse kick onto Ozpin in the head when he wasn't looking, unintentionally saving Ruby in the process.

Meanwhile, the goblinfied Mary Jane relentlessly throws pumpkin bombs at Spider-Man, who's running from the floors to the walls to avoid getting blown up by his ex-girlfriend. **"This is a living nightmare. Fighting my ex-girlfriend who's been transformed into a goblin! I don't want to fight her! You've got to snap out of it, MJ! Please! We're your friends!"** He begs her, but she doesn't listen or say anything as she continues throwing pumpkin bombs at him.

From the corner, Yang pushes MJ and stops her from pelleting pumpkin bombs at Peter. MJ throws a few punches on Yang, who only defends herself as she also doesn't want to hurt her new friend. MJ performs a sweepkick that trips up the blond and then ruthlessly kicks her in the chest into an open prison cell. "Yow! MJ has some moves!" Yang comments, surprised by MJ's combat skills.

"**I dunno if I should be happy those self-defense classes are working out for you." **Spidey jokes while avoiding electricity blasts fired from the palms of MJ's new goblin gloves.

"We need to subdue her, then cure her quickly!" Blake wraps the redhead with her ribbon and pulls her away from Spider-Man.

"**Right. Keep her steady." **Spidey webs his ex-girlfriend onto the wall and watches her struggling to break free. **"This will be over soon, MJ. This hurts me a lot more than it hurts you." **As he readies his web shooters to fire the cure, MJ bursts out of the webbing with her new super-strength and electrified gloves. **"MJ! We can't SAVE you when you do stuff like that!" **Spidey furiously berates her.

Meanwhile, Ozpin hits Cinder with his cane and knocks her back. Cinder grips the floor to stop her momentum, partially melting the surface beneath her. Cinder summons several glass projectiles before firing them at Ozpin, but he easily smashes them out of the air with superhuman speed. Ozpin quickly rushes her, rapidly hitting her with his cane and knocking her back yet again.

Ruby surprises her headmaster from behind with a Petal Dash, tripping him up and allowing Weiss to freeze him in place. Before trio could get the chance to cure him, a burst of powerful magic frees Ozpin from within the ice and glares at his opponents. "Since when did Ozpin know magic?" Ruby remarks in surprise.

"For over millennia." Salem answered from her cell. "Ozpin was the man who gifted the original Maidens their power."

"Seriously? Ozpin is thousands of years old?!" Ruby responded.

"We'll interrogate him later. For now, let's focus on saving him by using the magic that _I _learned from the Sorcerer Supreme. By the Flames of the Faltine!" Weiss incants, channeling the raw destructive power of Faltine and as she prepares to unleash it onto her headmaster.

Ozpin slams his cane into the floor, using his own magic to create a spherical barrier around him. As Weiss fires the powerful fire attack at him, the corrupted headmaster dashes at her with his barrier protecting him from the attack, knocking down the heiress alongside Ruby and Cinder once he reached them.

Back with Spider-Man, he, Blake, and Yang were blasted across the hallway from an explosion caused by MJ's pumpkin bomb. "We can't keep fighting like this." Blake commented.

"**But we can't hurt her either. She's innocent and she's our friend. There's gotta be **_**something **_**we can do to save her." **Spidey remarked.

"Something _you _can do." Yang says, turning to her boyfriend. "You know MJ better than any of us. She needs to know that her friend wants her back!" She said with a serious expression.

Suddenly, both Yang and Blake were knocked away by another pumpkin bomb while Spider-Man is electrocuted by MJ. She grabs her ex-boyfriend by the neck and raises him into the air with her right hand, charging up her left glove for the killing intent. **"Guess I have no other choice…" **Spidey mutters while being choked to death. He mentally takes off his mask to reveal his face to MJ, while consequentially revealing his secret identity to Cinder, and worst of all, Salem. "MJ! It's Peter! I'm one of your best friends and I miss you! I know you're in there! Come back to us!" He pleads with her to fight Goblin's control.

Seeing Peter's face stuns the goblinfied Mary Jane to the heart as she begins fighting against the formula. She turns off her gloves and let's go of Peter while trying to regain control of her own mind. "Peter…Hurry…I can't…" MJ struggles, pleading with him to save her.

"I know!" Peter quickly fires a spider-tracer to her neck, allowing it to harmlessly explode into nano-spider-bots that injects her with the cure to the Goblin Formula. The cure does its magic and cleanse MJ's DNA of the corruption, falling unconscious into Peter's arms. "I gotcha!" He said.

"She okay?" Yang asks her boyfriend.

"She's fine." Peter answered. "Now all that's left is to save our evil headmaster."

"We got this covered!" Ruby replied, teaming up with Weiss and Cinder against the goblinfied Ozpin.

Cinder fiercely clashes her flaming sword against Ozpin's cane before brutally disarming him of his weapon. She kicks him in the chest, knocking him backwards while Ruby fires off a powerful energy wave from the Heven Scythe. Ozpin tries to defend himself with a mystical shield, but the godly power was too strong and causes his defensives to shatter, depleting him of his aura as he is knocked onto the ground unconscious. Weiss quickly administers the cure into his systems, cleansing Ozpin of the Goblin Formula as well.

**BGM End**

"He's cured!" Weiss announced.

"Would've preferred if he was dead, but we're all gonna die in a few hours anyways." Cinder darkly quipped.

"This isn't the time to go emo on us." Peter joked.

"Shut up, Parker." Cinder retorts, now aware of his secret identity after he unmasked himself to save Mary Jane.

Peter sighs, "Knew this was a bad idea." He quipped before mentally putting on back his mask.

Yang punches a computer terminal, destroying it so it may unlock May Parker's cell and free her from imprisonment. "Thank goodness you're all alright. How is Mary Jane?" May asked her nephew.

"**She's coming to. So is old man Ozzy." **Peter replied, while hearing his cured friends groan weakly and open their eyes. **"MJ, you okay?" **He asks his ex while helping her on her feet.

"Peter…I think so. What happened…And, what am I wearing?" MJ asked, looking at her goblin princess outfit with a confused expression.

"**It's best you don't remember anything." **Peter answered. **"How 'bout you, old man? How was your brief job as headmaster of Goblin Academy?" **He joked to the awakening headmaster.

"Terrible." Ozpin groaned. "And I am grateful that you all had come to our aid."

"Anytime, Professor." Ruby smiled.

**BGM-Mega Man ZX Advent OST-The Chosen One**

"_Awww. What a touching family reunion." _Goblin reappears as a hologram, surprising the heroes while confronting them. _"I thought you might save them right about now…Or should I say I NEEDED you to save them. In the end, you've proven that my plan is perfect." _He grinned.

"**Your 'plan' has destroyed nearly every universe in existence! All just to complete an **_**unstable **_**cosmic item that no one could ever control!" **Spidey angrily argues with his nemesis.

"_How naïve. Once the Seed reaches its true form, I will be able to harness its power without consequence, and the new universe will be born in MY image!" _Goblin rebutted.

"**Enough, Norman! You're just gonna get yourself KILLED along with everyone else! Think of your son. Is this what Harry would've wanted?" **Spider-Man retorted.

"_As if I've EVER listened to whinings of my son. But I'm willing to make an exception with you." _Goblin responded. _"Meet me at the core of the ship. There we will finish our FINAL discussion." _He said with an ominous smile before vanishing out of the room.

"My memory is still hazy, but I might know the quickest route that'll take us directly to the core." Ozpin informs the group.

Spidey then turns to Team RWBY, **"Ruby. You and the girls get MJ and May someplace safe. See if you can get them off the ship. The rest of us will go after Goblin."**

"Are you sure?" Ruby asked in worry.

"**No time to argue. Please. Just do it for me." **Spidey said sincerely.

After giving it some thought, Ruby nods in understanding and reluctantly goes through with his request, "Alright. We'll escort May and MJ somewhere safe. Then we'll hurry back and help you." She said with a serious demeanor.

"**Thank you." **Spidey responded.

"Be safe." May embraces her nephew alongside Mary Jane, fearing this might be the last time they'll see each other.

"Go get 'im, Tiger. Kick his ass for me." MJ smiled.

"**Heh. Got it." **Spidey smiles before breaking off from the embrace.

May and MJ follow Team RWBY as they are being escorted out of the prison hall, leaving behind Spidey, Ozpin, and Cinder. **"And now there's just one more thing left to do." **Spidey fires a repulsor at a control terminal, turning off the cell that was imprisoning Salem and allowing her free.

"You _freed _Salem?!" Ozpin questions his crazy decision for freeing his arch-nemesis.

"**WE need all the help we can get. So you two cooperate and try not to KILL each other. Do that AFTER we saved the multiverse." **Spider-Man bluntly tells his headmaster to shut up and work together with his immortal arch-nemesis.

"To answer your question from our previous encounter, Spider-Man…Perhaps an alliance is called for after all." Salem said, effectively joining his alliance to defeat the Goblin King.

"**That's nice to hear. And I know it's pointless to ask, but can you and Cindy here keep my secret identity hush hush?" **Spidey asked the villains to respect his secret identity.

"We are in your debt." Salem promises that neither she or Cinder will tell anyone of his secret identity, as a way to repay him for helping them in their respective struggles against Goblin.

"**I can trust you, right? Probably not, but we might die anyways. At least we should go out with a bang, and not a big bang." **Spidey joked. He lifts himself into the with his jet boots and declares, **"Let's go!" **before flying through the hallway, leading Ozpin, Salem, and Cinder towards the Hellcarrier core, where Goblin awaits them for the final confrontation.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: A lot of defeated enemies from throughout the whole story are returning for this climatic showdown. The Elementals. Goblin Knight. Mach-X, etc. And like the original, this is the story that introduces Spider-Girl (Mayday Parker), Spider-Woman (Gwen Stacy), Spider-Man Noir (Peter Parker), and Spider-Man 2099 (Miguel O'Hara). The Goblin War Arc continues as the Amazing Spider-Man confronts Goblin King to an epic showdown on the Hellcarrier. Don't miss it.**

**Next time: Ultimate showdown! The wrath of the Goblin King!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	74. Vol 3 Issue 24: Goblin War (Part 2)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! We saved MJ and Aunt May! And Ozpin! And Salem, which I suppose is a good thing. I had Team RWBY escort my family to someplace safe, while I lead a small team to fight Goblin. He's become so powerful since the last time we fought, and my other friends are busy fighting their own battles around the world. Can't give up! It's up to me to defeat Goblin for good!**

**BGM End**

* * *

_Vol 3 Issue 24: Goblin War (Part 2) – Hope vs. Despair_

**Mobius, Unknown Eggman Base**

**BGM-Shadow the Hedgehog OST-** **E.G.G.M.A.N. [Doc. Robeatnic Mix]**

Inside his own base, Sonic's arch-nemesis with the master plan, Doctor Eggman, is seen observing live footage of the global war between the Ultimate Alliance and The Cabal. With Mobius caught in the Final Incursion, the mad scientist is able to spy on the Battle of Remnant, since that planet can be seen in the red sky from outside his base. Several Egg Pawns are gathered around him, exchanging various looks of puzzlement and shrugs with each other, unsure what to make of the situation. Eggman taps his foot with increasing fury as he watches the footage.

"Curse that Goblin and his Cabal…they're senseless…!" Eggman growled. "At this rate, there will be no place for me in any universe to build my Eggman Empire!"

"So, it's decided?" A mysterious giant bald man with a cleft chin and a scar over each eye speaks to Eggman, who seems to be already familiar with his presence.

"There's only a few hours left before the Incursions destroy the remaining universes! Grr, I can't tolerate their tyranny! What about you, Sigma? And the rest of you?" Eggman turns to the bald man, who happens to be the Maverick Overlord and arch-enemy of X, Sigma.

Standing to the right of Sigma is the psychotic leader of Shadaloo and Ryu's arch-enemy, M. Bison. And standing to the left of Sigma is a demon hunter and Dante's beautiful partner, Trish. These three are the other survivors of their universe and have taken refuge in Eggman's base ever since.

"The Cabal has earned the full attention of Shadaloo when they destroyed the world I was destined to rule." Bison scowled, furious at the Cabal for destroying his universe and ruining his chance of conquest.

"This 'Goblin King' sounds like a nasty demon. And I _love _dealing with nasty demon." Trish quips while putting on her sunglasses and ready for action.

"It would seem that we are all in agreement. When do we leave?" Sigma grinned maliciously.

"Right now! Eggman Fleet, MOVE OUT!" Eggman points to his Egg Pawns and they start running away to do as he commanded.

**BGM End**

* * *

**Meanwhile at Remnant, inside the Hellcarrier…**

**BGM-Sonic X OST-Sonic's Fight**

"Slow down so I can hit you!" The goblinfied Spider-Gwen quips while relentlessly trying to fire a web barrage at Sonic, who easily runs away from her attacks.

"It's consider a sin to tell the world's fastest hedgehog to slow down." Sonic jokes, bouncing off a wall to knock away the girl with a quick spin attack. Suddenly, Spidey 2099 appears behind the hedgehog and strikes him away with his retractable talons. "Future Spidey's got nasty claws!" The hedgehog quips with a smirk.

"I'm also frighteningly fast!" Spidey 2099 leaps forward at surprising speed, nearly smashing the hedgehog into the ground if he didn't dodge at the last second. The hedgehog quickly counters with a Spin Dash, knocking the futuristic webhead through the hallway.

Nearby, Blaze unloads a fireball barrage at the infected Spider-Girl, who dodges them while swinging pass them. The infected hero ensnares the princess in webbing before kicking her away, but then Blaze breaks free with a burst of flames and counters with a flaming spin kick. Spider-Girl gets knocked into Tails' line of sight, as the spinball fox bounces around the hallway and attacks the teenager. Still in spinball mode, Tails gets caught by Knuckles as he furiously smacks him down with such powerful force, it knocks away both Spider-Girl and Spider-Man Noir. The Noir Spider quickly recovered and blocks a powerful punch from Knuckles before web-throwing him at his friends.

"Let's finish this quick! Blaze!" Sonic requests her assistance.

"I know!" Blaze uses her powers to entrap the infected spiders within a circle of intense fire, preventing them from escaping their sight and getting them ready for defeat by Team Sonic's Sonic Overdrive attack. Knuckles grabs onto Tails by his feet, who is also holding on to Sonic's feet, and begins swinging them around to gain momentum. After spinning a few times, Knuckles lets go of Tails who then kicks Sonic into the air while Sonic is surrounded by a red aura.

"Blast Away!" Sonic yelled, unleashing a massive Light Speed Attack, causing him to zoom around in the air at astounding speeds while striking the spiders for about two seconds before landing on the ground again.

**BGM End**

The power of Sonic Overdrive was enough to knock out nearly all of the infected spiders, except for 2099 Spidey as he struggles to stand on his feet. "I can still…I can still…" He tries to say something, but was suddenly blasted by a beam of electricity to his back that finally knocked him out cold.

"Oh wow. This is actually pretty useful." Mary Jane chuckles from behind the defeated spiders while staring at her goblin gloves, still wearing her "Goblin Princess" armor after being cured of the goblin formula. The redhead is joined by May Parker and Team RWBY, much to the mobians' delight.

"May! MJ! You two are alright! But why are you wearing goblin armor?" Sonic asks the redhead.

"It's a long story." MJ quips with a smile.

"Will the Spideys be alright?" Ruby asks Tails.

"They will be once I administer the cure." Tails answered while in the process of injecting the Anti-Goblin Serum into the unconscious web warriors.

"Sonic! Spidey, Ozpin, and Cinder are going to fight Goblin! We need to hurry and get May and MJ off this ship. Do you know a place where we can do that?" Ruby asks the blue hedgehog.

"Didn't see a teleporter anywhere. Maybe we can find Shadow and have him use Chaos Control, but I think he's still busy fighting Vergil." Sonic answered.

"There's gotta be something we can do to get them to safety." Ruby pondered.

"Found yourselves in a pickle?" A female voice surprises the heroes, and it sounds incredibly familiar especially to Yang. From a shadowy corner in the hallway, the maskless Raven Branwen walks out to reveal her stoic presence towards the gang.

"Raven?" Sonic remarked in curiosity.

"Mom?! What are you doing here?!" Yang reacted in shock to see her estranged mother on the Hellcarrier of all places.

"It's the end of the world. It won't be long until we all die a horrible death. Gotta find something to entertain myself during our last few hours." Raven responded stoically.

"So you decided to hang out in the deadliest warship in history because you were bored?" Mary Jane quipped. "If I didn't know any better, I'd say you were only worried about your daughter." She said, looking through her façade and can tell Raven was only worried about Yang.

"Am I supposed to know you, kid?" Raven remarks coldly at the redhead.

"She _and _the old lady are gonna be the people you're gonna escort to safety with your weird teleporting powers. Along with the unconscious Spideys. Think you can entertain yourself being a hero for once?" Sonic smirks, slyly convincing Raven to escort Peter's family away from the battlefield.

"You're as irritating as Spider-Man. Whatever." Raven unsheathes her sword and swings it, opening a portal below the interdimensional cured Spider-Men and transporting them to safety. She then opens another portal behind herself for MJ and May to walk through. "They'll be sent to Patch where it's safe. Tai and I will watch them. You kids hurry and help Spider-Man before he gets himself killed." She informs the heroes.

"Behind that tough exterior, you're actually a kindhearted woman. Thank you." May thanks the bandit with a smile, much to Raven's brief shock before regaining her stoic composure.

"Just go." Raven said, being a little rude to the elderly lady.

"Good luck, guys." MJ wishes her friends before entering the portal alongside Aunt May.

Before entering the portal herself, Raven gives one last glance at her daughter and sincerely tells her, "Take care." before exiting the flagship as the portal closes.

"Bye, Mom." Yang muttered.

"That woman reminded me of Shadow." Knuckles compared.

"Well they both share the same colors and are too stubborn to admit they have a heart. Eh?" Sonic exchanges a smiling glance at Yang, who nods and smiles in agreement. "Come on, folks! Spidey's waiting for us! Let's catch up at Sonic Speed!" He revs up his feet before boosting at high speed through the hallway, with the rest of Team Sonic, Blaze, and Team RWBY rushing to catch up.

* * *

**Hellcarrier Core**

**BGM-Onimusha 3 OST-** **Day of Anger ~Guildenstern's Theme~**

With Spider-Man's group, he, Ozpin, Cinder and the recently-freed Salem arrived at the heart of the flagship. They stand on a large octagonal arena with the Goblin Nation insignia situated in the middle of the ground. Large pillars with hanging banners featuring Goblin King's personal emblem can be seen around the chamber. The team stare at the large energy core powering the Hellcarrier behind a long staircase and a large, spherical black structure resembling a throne of sorts. When they look at the person sitting on the throne, the heroes glare intensely at him. It's the Goblin King in all his sinister glory, as it looks like he has been patiently waiting for their arrival.

"_**Welcome, Hero of New York. It's good to see you again, Spider-Man." **_Goblin greets his arch-nemesis calmly. _**"Our meeting was fated, Spider-Man. Our destinies come to a head right here, right now. The time has come to usher in a new age. And you, Spider-Man, are an essential part of it." **_He claimed. Spider-Man stays silent. He just continues glaring coldly at Osborn as he talks, _**"Your dedication to what you refer to as 'justice' is what first got me thinking…I realized the imperfection of our worlds, and decided 'I' must change them." **_He claimed.

"**Don't blame me for your insanity, Goblin!" **Spidey retorted.

Goblin chuckles calmly, _**"Ha ha ha…It's too late, Spider-Man. The gears are in motion. There's no turning back now." **_He claimed. _**"I can hear them, the anger, the bitterness, the sadness of the sacrifices to the Universal Seed. Having consumed the energy generated from this war between my children and humanity, the awakened Universal Seed is the universe's consciousness itself. The Seed DESIRES destruction…It desires that our worlds conclude their own autobiography and restart anew…So be it! Universal Seed…The heart of rebirth! If at evolution's extreme…there is destruction, it was DESTINED to be that way." **_He claims like a true madman.

"That's all in your head, Osborn. The power of the Seed has taken control of you!" Ozpin proclaimed.

Goblin scoffs with a disapproving frown, _**"By drowning in peace, by rejecting change, you made the choice for the destruction of your world." **_He pins this apocalypse onto Ozpin and his allies. _**"I am trying to create a NEW world. I want to bring new life into the world and protect its future." **_He proclaimed.

"Don't talk to us like we're idiots, Osborn! You are no god. Just a fool. You're blowing things out of your own proportion." Salem glared, mocking the pretend god.

"**Just give it up, Goblin! We're not allowing you to destroy our worlds!" **Spidey taunts his nemesis.

"_**Your worlds are FINISHED! The world that will be birth by the Seed rightfully belongs to me! Now, Spider-Man…YOU and your allies will be destroyed along with the rest of this decayed world!" **_Goblin declared, ready to settle the score with his rival.

**BGM End**

The Goblin King stands up from his throne and teleports onto the arena, across his enemies. The arena suddenly changes its environment into a dangerous biome, transforming into a volcanic biome with a lava field that has erupting volcanos and real lava that would melt anyone's skin off their bones.

**BGM-Mega Man X8 OST-VS Sigma**

With a furious roar, Goblin envelops himself in his X-Aura and transforms into his Perfect Devil Form. He also summons the Relic of Destruction, the sword that he quickly imbues with his own hellish flames to wield as his personal weapon. _**"BRING IT ON!" **_Perfect Devil Goblin roars ferociously at his enemies.

Perfect Devil Goblin relentlessly swings his sword through the air, launching destructive fire waves in different orientations at the heroes. They dodged them quickly, as Cinder forms her own fiery sword and dashes forward to clash ruthlessly against Goblin while Salem fires at him with mystical bolts from a distance.

"We need to defeat Goblin quickly before he completes his Seed!" Ozpin told his team.

"**Use ISO-8 to boost your powers to the max! Gobby's weak to my stingers and repulsors! I'll fight with Cinder while you and Salem synergize your magic for a powerful blow! We'll give you an opening!" **Spidey told the headmaster.

"Right!" Ozpin nods in acknowledgement.

As his team power themselves up with Asgardian ISO-8, Spider-Man flies into the air, morphing his hands into repulsor web cannons. He relentlessly fires a powerful energy barrage onto Goblin, after the dark king blasted Salem onto a volcano. Goblin temporarily knocks out Peter from the sky with a sword beam until he is attacked and force to continue clashing with Cinder.

"You don't seem too surprise that I'm alive, Osborn! You repent for your arrogance!" Cinder taunted.

"_**I will enjoy destroying you as many times as it takes until you are NOTHING!" **_Goblin sweeps the criminal with his sword before fiercely slashing her away, laughing at her.

"**It wasn't that funny." **Spidey electrocutes Osborn with his taser webbing before punching him in the face. Goblin swings his blade at him, but Spidey blocks it perfectly with his aura-stingers after activating his X-Aura, channeling the full strength of The Other to help him in this fight. He jumps and slashes at Gobby, blinding him with webbing before bouncing off him with his waldoes. Spidey reforms his repulsor web cannons and fires two powerful beams at Osborn, weakening him thanks to their special properties. **"Like that? Modified my repulsors to disrupt your goblin DNA! Even gods have weaknesses!" **He mocked.

"_**You dare mock my power?!" **_Goblin unleashes fire out of his eyes, incinerating the webbing that was blinding him and interrupts Peter from continuously firing his repulsors.

"**All this power to destroy little ol' me? You must be really scared of me!" **Spidey quips, delivering a brutal spinning web-hammer onto his nemesis.

"_**You little…I'll put an END to your cheeky mouth!" **_An enraged Goblin burns his hammer with his sword and brutally punches his foe near a lava pit.

Suddenly, Goblin was shot painfully in his eyes by arrows fired from Cinder. He incinerates them and continuously fires eye blasts at Cinder, who narrowly dodges them with her speed and reflexes. She forms a sword and strikes at Goblin's knee when she was close enough, causing her opponent to collapse onto his other knee. Spidey quickly wraps up their enemy with webbing and latches onto his back, brutally stabbing him with his stingers that weaken his regeneration.

"**Give him everything!" **Spidey shouts at his mystical elders while keeping their opponent in range.

Ozpin and Salem reluctantly combine their magic while they're enhanced with ISO-8, unleashing a gigantically powerful energy beam that Spidey jumps away in time as it blasts Osborn across the flaming arena. The mad king recovers from the attack and scowls angrily at his enemies, _**"You're weak! You are only delaying the inevitable!" **_Goblin teleports around the arena, appearing at each of his enemies' blindspot and ruthlessly slashes at them with his sword while mockingly laughing at them.

"We need a new strategy." Cinder grunts in pain while recovering from the teleporting attack.

"**Do what I do. The unexpected! Distract him for a little while!" **Spidey orders Cinder and Ozpin to team up against Goblin for a moment. As he sends them off to fight against the dark king, Spidey takes a few seconds to focus on his X-Aura and creates a blue translucent shadow of a man-spider that floats behind him.

"Interesting. You have manifested the spider-spirit that's bonded to you." Salem comments on The Other.

"**Eh. More like created an afterimage that mimics my movements. Phoenix taught me this. It's like a more awesome version of my Holo-Decoys. Goblin wouldn't expect this!" **Spidey corrected the witch.

Meanwhile, Goblin overpowers the combined assault from Ozpin and Cinder by punching his magma fist into the ground and erupting volcanic explosions that blast them away. Suddenly, Goblin was brutally punched across the face by Spider-Man and just barely noticed the man-spider afterimage with him before it swiftly vanished into his aura. _**"What the hell?! What was that I saw?!" **_He questioned the spidery afterimage.

Spidey unveils his waldoes and quips, **"The Crawler Assault!" **He then unleashes a flurry of berserker punches alongside his spider-afterimage, mimicking his actions and doubles the hits to insanely painful levels. Spidey and the afterimage flips before kicking Goblin away, but they're not done yet, **"Havin' fun? Get ready for the MAXIMUM SPIDER!" **Spidey and his afterimage vaults forward and unleashes several flying kicks through Goblin while he was staggered, ensnaring him in a series of webbing before launching one, powerful foot-stomp that sends him crashing down, causing him to lose his sword while briefly stun on the ground.

"**Now! Synergize your beams with my repulsors! Show him the wonders of science and magic working in harmony!" **Spidey unleashes the full force of his repulsors at Goblin from the air while Ozpin and Salem continuously fire magic beams from different directions on the ground. The combined power of science and magic is severely weakening Goblin while he's struggling to defend against their attacks with his fiery aura. Unaware to Goblin until the last second, Cinder grabs the ignited Relic of Destruction and proceeds to ruthlessly impale him.

Despite being weaken, Goblin is still immortal and survived the impalement with volcanic fury. With a ferociously monstrous roar, he unleashes a devastating explosion of fire out of his body that completely knocks down all four fighters at once, much to their surprise. With the rest of his team knocked to the ground, Spider-Man pants while on his knees trying to get up, but Goblin has plans for him. _**"It's all over!" **_Goblin teleports in front of him and grabs his head. He lifts him into the air and slowly crushes his head while taunting him, _**"WALLOW IN DESPAIR AND HOPELESSNESS! The plan to destroy the world you so love is FINALLY coming to fruition! I shed NO tears for you and your kind! Hahahahaha! It will ALL be over soon!"**_

"**GOBLIN! Even if you do become the god of the new universe…I won't give up until I've put a stop to your evil SCHEMES!" **Spidey shouts his defiance, promising himself that he will never surrender to him while struggling to break free from his crushing grasp.

"You said it, buddy!" A familiar voice shouts from the sidelines, as a powerful blue blur knocks Goblin away, freeing Spider-Man from his grasp. The webhead found himself rescued in the nick of time by Team Sonic, Team RWBY, and Blaze. "Hey, are we late?" Sonic grins at his webbed friend.

"**Guys! You're okay! What about May and MJ?" **Spidey asked them.

"Don't worry about them. We've got business to take care of here!" Ruby responded, as the arriving heroes stand united alongside Spidey and the recovered Cinder, Ozpin, and Salem while confronting Perfect Devil Goblin.

Goblin chuckles sinisterly at his new punching bags, _**"What's this? Your friends arrived, eh?"**_

"We're more than his friends! We're his family! And we're gonna teach you what happens when you mess with family!" Weiss retorted.

"_**Same difference! No matter! You are POWERLESS in the face of the ruler of the new world! POWERLESS!" **_Goblin regains usage of his flaming sword as he lashes it out. He gets into a stance, constantly enveloping himself in his X-Aura while charging up to maximum power. The arena suddenly surrounds itself in an intense circle of flames as the volcanoes in the biome erupt furiously before Goblin ferociously roars, _**"I'LL FINISH YOU!" **_

"Give me an opening!" Ruby ordered.

"Blast away!" Sonic instantly boosts forward alongside Tails, Knuckles, and Blaze. The mobian heroes run towards Goblin, as the dark king unleashes numerous fire waves at them from his swinging sword. The heroes dodge them as Blaze uses her own flames to block one of his powerful waves. Sonic and Tails join hands as they each use the Spin Attack, unleashing their Rolling Combo technique onto Goblin, but the madman quickly blocks their attack with his sword and deflects it. To Goblin's surprise, Knuckles appeared below him and uppercutted his arm, knocking away his sword from his hand.

"Go, kid!" Knuckles jumps away from Goblin just as Ruby lunges towards him.

After catching him off-guard, Ruby lets out a battle-cry as she uses the Heven Scythe to fiercely combo his chest with numerous slashes before spin-slashing him away across the arena, leaving him severely wounded. _**"What foul weapon…How could it hurt me so?" **_Goblin growled, unaware that the Heven Scythe was created by Odin to vanquish darkness.

"**Maybe you should take a bath to clean that foul stench!" **Spidey quips, launching a ruthless assault alongside Knuckles, Blake, and Yang. Goblin furiously tries to attack them with a flaming right hook, but they dodge it as Spidey webs his body. Blake fires off a sword beam to knock back Goblin before Knuckles knocks him back further with his powerful punches.

"Been meaning to try this! Shoryuken! Yang utilizes a technique she learned from her mentor, Ryu, and delivers a flaming, hard-hitting rising uppercut that knocks Goblin on his back. This action enrages Osborn as he blasts away the four heroes that assaulted him with eye beams before standing back up.

Suddenly, Goblin was knocked away after being slashed in the back. He furiously turns around and confronts an Arma Gigas, who was summoned by Weiss. "Surprised?" The heiress smirked.

"_**Annoyed!" **_Goblin unleashes a massive firebreath that incinerates the Arma Gigas. He then ruthlessly throws Devil Bombs at the heiress, who uses her glyphs to dodge them and their ensuing explosions.

"Gotcha!" Sonic jumps into the air, reflecting several of the bombs with kicks to stagger Osborn. Blaze staggers him a little more with a spinning fiery kick to his neck before bouncing away from his firebreath.

"Crimson Bands of Cyttorak!" Weiss summons a glyph beneath Osborn and binds him to his knees with unbreakable mystical chains.

"_**Magic?!" **_Goblin retorts in fury.

"You betcha!" Ruby quips, lunging forward to assault the immortal madman with several more slashes from the mystical Heven Scythe.

Despite the Heven Scythe weakening him, Goblin was able to teleport out of his binds and away from Ruby's slashes. _**"Weak!" **_He reappears next to Ruby before brutally smacking her out of his sight. _**"This is for you!" **_He creates one large energy sphere before firing it as a powerful energy wave at his other foes. He teleports next to the Relic of Destruction and retakes it from the floor before unleashing a psychotic cackle at his enemies.

"**Girls! Genesis!" **Spidey tosses Ruby a piece of their powerful Genesis weapon.

"Got it!" Ruby acknowledges his plan while catching his Genesis piece.

Team RWBY quickly take out their pieces to combine into the Genesis cannon while the rest of their friends are buying them time. Most of them assault Goblin together, and after withstanding a few of their vicious blows, Goblin creates a massive shadow claw out of his aura and swipes his enemies away.

"Genesis complete!" Ruby announces while holding the doomsday cannon between the rest of Team RWBY.

"Looks cool. Can I join?" Sonic asks the girls.

"How exactly?" Weiss questioned. She watches Sonic jump in the socket of the Genesis whilst in his spinball formation. "You're crazy!" She remarked in surprise.

"Pump me up!" Sonic smiled.

While Ruby charges up large amounts of energy into Sonic, the rest of her friends are desperately trying to hold their own against Goblin and failing badly. _**"Time for a lesson!" **_Goblin mercilessly slashes at his enemies and knocks them away. He then glances at Ruby holding the Genesis with Sonic in its socket. _**"What's this?" **_He prepares to blast them into oblivion and interrupt their plan, until Spider-Man surprises him by painfully stabbing his back with his aura-stingers.

"**Any time!" **Spidey shouts at them to fire the weapon now.

"Sonic Shot, FIRE!" Ruby fires the Genesis, shooting a smiling Sonic as a gigantic energy projectile towards Goblin. In an instant, Spidey kicks his nemesis closer to the beam before zipping away and watches Goblin get devastated by the powerful attack, ensuing a massive explosion in the arena.

**BGM End**

**BGM-Ratchet and Clank Future: A Crack in Time OST-** **Cutscene - Alister's Folly**

The explosion from the Sonic Shot destroyed a wall in the chamber, blowing open a large hole that leads outside the Hellcarrier and above a fatal altitude in the sky. Goblin collapses on his knees and pants exhaustedly, glaring at the unified heroes that seemingly beaten him. _**"Your combined power warrants praise…" **_He then ominously stands. _**"And criticism. It's not enough to defeat me, who alone possesses unrivaled power. Yours is flawed. It can be easily erased. Trust in each other would only lead to your united destruction." **_He claimed.

Devil Goblin lets out a monstrous roar as he envelops himself in his dark aura to power up his strength. "Put your guard up! He's up to something!" Ruby ordered her group, as the heroes quickly get into defensive stances. But, this all seems to be a part of Goblin's devious plan. Quietly rising from a lava pool behind them are several Goblin Gliders, each of them protruding a blade with the intent to impale the heroes while they're distracted by Goblin powering up.

Goblin smirks after noticing his gliders are in position. He stops powering up and thrust out his fire blade, dauntingly pointing it at the heroes as he prepares to make his move, secretly commanding his gliders to start flying towards the heroes. Just when it looked like Goblin was going to make a move, Peter's Spider-Sense goes off, _'Spider-Sense? From behind me?' _He quickly glances around and notices the gliders approaching him and his friends. In a quick instant, Spidey unveils his waldoes and uses them to push his friends away from the danger zone and then uses his reflexes to swiftly the incoming gliders. **"Too close." **Spidey lets out a relived sigh.

Suddenly, Sonic shouts, "SPIDEY, LOOK OUT!"

Just as Spidey turns around and wonders why he's shouting, the webhead was left utterly stun on his feet as Goblin impales him through the heart with an energy beam fired from his flaming sword.

Peter's allies scream in horrified surprise after watching their friend get impaled. Goblin withdraws his blade with a sinister grin plastered on his face. Spider-Man walks backward to the large hole, weakly coughing as his armor's chest reactor shuts down after his aura was depleted from the impalement. _**"Concern for others was always your greatest weakness, Parker." **_Goblin mocked him.

The dying Spider-Man desperately tries to grasp to his life as long as he can. His vision becomes blurry and is losing control of his own actions. As he closes his eyes, he accidently falls out of the Hellcarrier through the hole and plummets down the sky to his own tombstone, while Ruby and Sonic vainly tried to grab him.

"PETER!" Ruby yells, while tears stream down her eyes.

"NOOOOO!" Sonic shouted in despair.

"_**Mwahahahahaha! Ahahahahahaha!" **_Goblin laughs with maniacal and sinister delight, that after so many years, finally killed his greatest foe. _**"AHAHAHAHAHAHAHAHAHA!" **_He explodes with power and smiles with sinister glee, staring at Peter's friends as they are all going to join him in the afterlife soon enough.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Oh no, Spider-Man's dead. He'll be fine. He's from the Marvel Universe after all. No one stays dead in that universe unless your Uncle Ben. Marvel characters might as well be immortal. On a different note, Eggman is making a last-minute appearance in this Goblin War alongside M. Bison (from **_**Street Fighter**_**), Sigma (from **_**Mega Man X **_**and in his Mega Man X1 design) and Trish (from **_**Devil May Cry**_**). I'll try to give each of them a spotlight or two. If I don't, sorry.**

**superjoeyf721: The A.I.M. Advanced Carriers are based from the mobile game, **_**Marvel Future Fight.**_** Imagine them as Helicarriers but colored yellow and commanded by A.I.M.**

**Next time: Unexpected reinforcements! Avenging Spider-Man!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	75. Vol 3 Issue 25: Goblin War (Part 3)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Wahahahahahaha! I finally did it! I've killed Spider-Man! That annoying bug is now gone forever! He's nothing but a falling corpse now! What are you going to do now, Rose brat? Hedgehog? If you are against me, you'll suffer the same fate as your buddy, Parker.**

**BGM End**

* * *

_Vol 3 Issue 25: Goblin War (Part 3) – Reinforcements_

**Hellcarrier, Flight Deck**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-S.H.I.E.L.D. Helicarrier**

Numerous explosions ruin a flight deck on the massive flagship as the battle between the Ultimate Alliance and the Time-Clone Army rages on. Captain America's shield was accidently left pinned on a destroyed Iron Patriot clone until it was recovered by Mega Man X. The maverick hunter wields the vibranium shield like a true hero, hurling it through the air to knock down more flying time-clones while he focuses on shooting down the surroundings goons with his X-Buster.

As the shield returns to X's vicinity, it was caught by Captain America as he stands back-to-back with the reploid. "X." The Captain called, getting his attention.

Suddenly, the cosmically-empowered Ultron hovers before the two great heroes and fires powerful energy beams at them. Cap blocks the blasts with his shield, protecting himself and X. "Got this, Captain!" X charges his buster to full power, quickly stepping out of cover to blast Ultron out of the sky.

Then, the cosmically-empowered Baron Mordo appears out of nowhere and blasts Cap and X at their backs alongside Tron Bonne and Captain Marvel while laughing maniacally. But then Nova shows up and unleashes a powerful beam that pins the sorcerer onto a tower. "Mordo! Pick on someone your own size!" Nova taunted, flying away while Mordo gives chase.

"We can't hold these guys off forever…" Rocket told his allies while unleashing a constant stream of photon lasers at the endless army of Time-Clones with his Photon Minigun.

"Redfield knows what he's doing." Captain America responds while taking down more clones.

"They're certainly taking their time." Black Widow kicks away a Menace clone before swiftly striking down a Goblin Knight clone. "The core should be destroyed by now. Something's gone wrong." She remarks, getting the feeling something has happened with Redfield's team.

"No kidding. Where's a miracle when you need one?" Hawkeye quipped while launching explosive arrows at several clones.

**BGM End**

Suddenly, tons of Time-Clone soliders are disabled in the heat of battle by a storm of missiles raining from the sky that didn't come from any of the heroes present. **"Who dares?" **Ultron questioned his new adversary that was foolish enough to intervene.

**BGM-Shadow the Hedgehog OST-Heavy Dog**

"**I dare, bolt-for-brains!" **Hovering above the Ultimate Alliance is Doctor Eggman piloting his Egg Emperor mech, an Egg Pawn-inspired mech equipped with a lance and shield. **"Wasn't expecting THIS kind of miracle!" **He joked.

"Doctor Eggman?!" Silver remarks in surprise that a supervillain from his universe has come to help the heroes.

"Eggman? You're helping us?" Captain America questions the evil scientist's motives.

"**It's not like I have a choice. I've been keeping an eye on your alliance and the Incursions for some time and arrived at a conclusion. How can I conquer the universe and build the Eggman Empire if there IS no universe?! Until our worlds are saved, I will lend you an assistance." **Eggman explains his motives for joining the alliance.

"That's sincere from you." Black Widow remarks sarcastically.

"**My Egg Fleet has already been dispatched helping S.H.I.E.L.D. and the other heroes around this planet. I've even made a few new friends who have a bone to pick with the Cabal." **Eggman grinned.

With Ryu, he just took down an Evil Ryu with a swift right hook until he spots Mordo and two Zzzax clones about to attack him from behind. Suddenly, Mordo and his clones were tackled by a destructive and spinning energy projectile that came from M. Bison, who saved Ryu. "Bison?!" Ryu shouts, surprised that the dictator survived the destruction of their universe and is possibly here to make trouble for him.

"Calm yourself, Ryu. The Cabal made the mistake destroying _my _world. For the moment, all of my power is beside you." M. Bison smiles, flaunting his cape while effectively joining the alliance.

Ryu scoffs while he and a defensive Chun-Li begrudgingly accept his help. "Very well." Ryu responds, firing a Hadoken at more enemies while Bison lends his assistance.

Nearby with X, he jumps away from a potent blast fired from Ultron and counters with a charged shot that was swiftly deflected. Ultron dashes forward and would've slashed the reploid to the ground if Sigma didn't appear out of nowhere and block the swipe with his energy saber. "Sigma?!" X remarks in utter surprise that his arch-nemesis came to his rescue.

Sigma parries off Ultron's swipe and delivers a series of powerful slashes with his saber before firing a large ball of fire that blasts the indestructible android away. Sigma turns to his nemesis with a grin, "X, it's you? Interesting…"

"Why are you helping us?" X points his buster at his immortal nemesis.

"Revenge for the destruction of our world. The new age doesn't belong to Goblin or his Cabal. It belongs to me and Reploids! For now, let us work together, like old times." Sigma explains his motives for joining the alliance.

"If you betray us, I won't hesitate to pull the trigger." X glared, reluctantly allowing his nemesis to help him.

"I would despise this alliance, but for the sweet hatred in your eyes!" Sigma grinned maliciously, standing side-by-side with X as they tear through numerous Time-Clones.

Elsewhere at a gun deck, Wolverine and Chris Redfield seem to be close into killing Nemesis Goblin. However, Dante, Shadow, and Venom are having a hard time defeating Vergil. Even with Dante and Shadow in their Devil Trigger and Chaos Boost mode respectively, Vergil is giving them a challenge while in his Devil Trigger form that's augmented with the Hybrid Symbiote. Before Vergil could launch a deadly slash at his enemies, he hears the sound of a motorcycle from his side. He spots Trish riding the motorcycle while driving closer to the battlefield. She jumps into the air while allowing her ride to nearly crash into Vergil, if he didn't cleave it effortlessly.

"Bye-Bye!" In midair, Trish summons a magic circle and barrages Vergil with bolts from lightning. The half-breed does his best deflecting her attacks with his sword while standing in place, but was caught off-guard when Venom ensnared him in webbing. Vergil quickly burst out of the webbing and briefly clashes with Dante and Shadow until Trish impales him from behind with her demonically-powerful sword, Sparda. Venom webs Vergil and hurls him at numerous explosive containers nearby, which burst into a massive explosion and leaves behind a pool of intense fire that severely weakens Vergil's symbiote.

"_**Hey Trish. Was wonderin' when you'd make an appearance." **_Dante quips to his demon partner, happy to see she survived the destruction of their universe.

"You know me. I love making surprise appearances." Trish jokes while joining the heroes in their war against the Cabal.

Vergil looks at Trish for a second and grunts in disgust, as she looks like the splitting image of his murdered mother, Eva. _**"How repulsive. I'll teach you to never show that face before me again." **_He scowled.

"And here I thought a twin of Dante would be a little more…fun." Trish quips as she assists Dante and his allies to defeat Symbiote Vergil.

With Eggman and his forces joining the alliance, the heroes are turning the tide against the Cabal. At every kingdom around the world, the Egg Fleet and the Badnik Horde are working in harmony with SHIELD agents and Atlesian soliders to overpower Goblin's forces. Even the other members of the Cabal and the Elementals are about to be overpowered by the heroes thanks to the surprising reinforcements.

"I _cannot _believe we are being saved by humpty dumpty and his interdimensional band of supervillains." Hawkeye quips while fighting alongside the Egg Emperor on the Hellcarrier.

"**I don't want to die either!" **Eggman retorted.

"This is perfect! Hawkeye, Widow, Hulk, Thor, Iron Man, you're all coming with me to the core! Eggman and the reinforcements can help cover things out here!" Captain America ordered.

"**Take Metal Sonic with you. The rest of us will get this fight under control." **Eggman summons his silent robotic enforcer, Metal Sonic, to join the Avengers as they rush towards the core where the Goblin King resides.

**BGM End**

* * *

**Meanwhile at the Hellcarrier Core…**

**BGM-Sonic and the Black Knight OST-Merlina: Queen of the Underworld**

"_**AHAHAHAHAHAHAHA! Alas, the Great Goblin King has defeated his greatest foe." **_Perfect Devil Goblin cackles maniacally after killing Spider-Man and knocking him out of his ship to plummet to the earth. _**"Even if by some miracle he survived the impalement, he has fallen from the stratosphere and plummeted to the planet like a flaming meteor. No one could survive that. Not even him." **_He gleefully taunts about the webhead's death.

Team Sonic, Team RWBY, Blaze, and Ozpin were emotionally struck by Spider-Man's death since he did sacrifice himself to protect them, while Cinder and Salem are moreso furious at Goblin for being a dirty fighter. "No…You don't really think…" A sadden Tails is in disbelief that Spider-Man is dead.

"Peter…" Blake looks away with tears in her eyes, devastated by Peter's sacrifice.

Ruby collapsed and cries over his death. Even Yang can't help but break down in tears after losing someone she loves while everyone else mourns. Sonic is just frustrated and growls furiously at Goblin for killing his friend and continuously mocking his death, _**"I told you love is a weakness! That's why I am supreme! You trusted him with all your heart. Your love for him led to his death! You all should be ASHAMED of yourselves!" **_He mockingly grinned at his enemies, which was enough to enrage them. _**"Now, the end of the world, and of you, has come! All of you shall be DESTROYED!" **_He roars ferociously while erupting with devastating fire.

Goblin dashes at frightening speeds to kill the distraught Ruby with his fiery sword, but Sonic saves her in a blur. "You're not taking anyone else as long as I'm around!" Sonic angrily declares at Goblin. The enraged hedgehog blitzes at Goblin just as he swings his sword at him, but Sonic vanished in the nick of time and reappeared brutally pummeling Goblin's back with a series of Homing Attacks.

"_**Rodent!" **_An irritated Goblin grunted as he shapes his dark aura into a large, shadowy claw that deflects and ruthlessly smacks the hedgehog onto a wall.

A quick second later, Sonic drops down from the floor while still enraged over Peter's death. He charges up a Light Speed Attack and lets out a furious, "RRAAAAAAAAAAH!" before blitzing Goblin at light speed, bouncing all around the chamber and demolishing him with countless spin attacks that are too fast to follow for anyone.

"_**YOUR SPEED WILL NOT HELP YOU AGAINST ME!" **_Goblin furiously erupts in flames while enveloping himself in a gigantic flaming hurricane to protect himself from Sonic's relentless assault.

"WAAAAAAAAAH!" Sonic yells while being consumed by the fiery tornado until it bursts and hurls him onto the ground, a little burnt and nearly unconscious.

Before Goblin could have a chance at killing Sonic, he was suddenly blasted by fire beams coming from Blaze and Cinder. Just as the furious madman was going to retaliate against them, he found himself assaulted by the combined forces of Tails, Ruby, Weiss, and Blake. The four heroes left a small opening for a Semblance-enhanced Yang and fully-powered Knuckles to unleash a devastatingly powerful double punch that smashes Goblin onto his throne, destroying it.

"_**Haven't loss the will to give up? Such arrogance!" **_An annoyed Goblin remarked. His dark aura reshapes itself into a large, shadowy demon with menacing eyes, vicious fangs, tentacles and a shape that vaguely resembles a Beowolf Grimm. _**"SUFFER!" **_He commands his shadow to strike at the heroes with its many shadowy tentacles, viciously thrashing them to near-death.

"GWAAAAAAAAAAH!" The heroes yelled in absolute pain as they fall onto the ground.

Most of the heroes have lost the strength to stand up and confront Goblin to a pointless battle. The only ones who haven't lost the will to keep fighting are Sonic and Ruby as they force themselves to get back up on their feet, much to Goblin's increasing annoyance. _**"FOOLS!" **_He ruthlessly grabs both of them by their heads, slowly crushing them as he prepares to drop them into a lava pool to be incinerated. He laughs sinisterly and maniacally while watching the teens struggle to break out of his grasp, especially from Ruby while she has her eyes closed. _**"Open your eyes, child, so you may witness oblivion. Say hello to Parker for me." **_He mockingly laughs at her.

**BGM End**

Hearing the name of her surrogate big brother being mocked, Ruby scowls and opens her eyes in rage as a brilliant white light flows from them as she screams out, "SHUT UP!" The white light envelops her, spreading out to a surprised Sonic and shocked Goblin.

"_**WHAT?!" **_Goblin shouts in complete shock before being consumed by the light.

A moment later, Goblin was blasted out of the light as half of his body has strangely turned into stone. While falling, Sonic grabs the unconscious Ruby and boosts away from the lava pool and to a safe point in the arena. "What in the world…?" Sonic stares in confusion at Goblin, struggling to break out of his partially petrified state. He then hears Ruby groaning and notices her slowly waking up, "Ruby, are you okay? Your eyes. What did you just do?" He asked her.

"I…don't know. My head…why does it hurt?" She weakly wonders while clenching onto her aching head.

"Back before Huntsmen, before Kingdoms, it was said that those born with silver eyes were destined to lead the life of a warrior." Suddenly, an awakened Ozpin surprises the two teens as he approaches them to explain Ruby's power. "You see, the Creatures of Grimm, the most fearsome monsters mankind had ever encountered, were afraid of those Silver-Eyed warriors. They were the best of the best. It was said that even a single look from one of these fighters could strike a Grimm down." He explained.

"So that's why you commented on my eyes when we first met." Ruby remarks in understanding.

"That's right. Your mother also had silver eyes. An extremely rare trait that's believed to have originated from the God of Light." Ozpin informs his student.

"But how did it affect Goblin?" Sonic asked.

"Somehow, Goblin tainted himself with Grimm DNA, which made him susceptible to Silver Eyes." Ozpin answered.

**BGM-Avengers: Endgame OST-Tres Amigos**

"_**GRAAAAAAAAAAH!" **_Goblin roars furiously as he finally breaks free from his partially-petrified state with a powerful burst of energy. He growls heatedly while glaring at Ruby, _**"I don't care what trick you pulled, but it's not enough! I am a GOD! The only thing you have accomplished is PISSING ME OFF! You have made me ANGRY! And you wouldn't like me when I'm ANGRY!" **_

"I CAN RELATE!"

"_**Huh?!" **_A surprised Goblin turns, only to get devastatingly punched by the Hulk and get smashed into the wall.

Sonic's group of heroes have recovered enough to stand as they witness the arrival of the Avengers and Metal Sonic. "Sorry we're a little late." Captain America joked with a serious expression.

"The Avengers! And…Metal Sonic? What's he doing here?" Sonic noticed his metallic double with the group, as Metal Sonic sternly turns away from his organic counterpart with crossed arms.

"He's helping us, along with Eggman and other supervillains." Black Widow answered.

"Interesting. Wouldn't be the first time I teamed up with egghead." Sonic smirked.

"**I'm not picking up Spider-Man's signal. What happened?" **Iron Man asks for Spider-Man's fate.

"He sacrificed himself to protect us." Weiss replies somberly while mourning for her lost friend.

"**Sorry. We should've arrived sooner." **Iron Man apologized, feeling guilty for Peter's death.

"Goblin's foul deed will NOT go unpunished." Thor promised to avenge his mortal friend.

"There's a reason we're called the Avengers. Time to live up to our name!" Captain America wields his shield for battle, as it's the Avengers' turn to combat the goblin overlord.

Furiously, Goblin burst out of the rubble that collapsed on him and scowls angrily at the Avengers. _**"You, all of you…YOU ARE IN MY WAY!" **_His flaming aura explodes into a pillar of rage while confronting the heroes.

"**You mad, Osborn? Can't run a nation as badly as you run a company?" **Stark mocked his business rival, which only served to infuriate him even more.

**BGM End**

**BGM-Avengers: Infinity War OST-Forge**

"_**I've had enough of you, STARK!" **_Goblin furiously swings his blade downward onto the floor, unleashing a destructive crescent wave that carves through the ground towards the Avengers.

Thor deflects the crescent wave with a swing of his hammer as Iron Man flies into the air, launching a cluster six homing missiles to stagger Goblin momentarily while flying around and stunning him with continuous repulsors from different angles. Captain America hurls his shield at Osborn while rushing towards him, re-grabbing his shield just in time to deliver a painful flip kick and shield strike while Iron Man continues firing repulsors. Goblin teleports away from their assault and swings his blade onto Cap's back, which unleashes a large fire wave that knocks him and Iron Man down.

Suddenly, Goblin was tackled across the chamber by Metal Sonic enveloped in an electrified energy sphere called the V. Maximum Overdrive Attack. Irritated, Goblin smacks the robot down into submission before he was shot in the forehead by Hawkeye's arrow, which electrocutes him painfully. This gave Black Widow enough time to strike at Goblin's pressure points to render his arms useless, forcing him to drop his sword.

"HULK SMASH GOBLIN!" Hulk charges into the paralyzed Goblin, nearly knocking him off balance as he swings his massive green fists onto the tyrant brutally and relentlessly.

"_**DO NOT UNDERESTIMATE ME, BANNER!" **_An enraged Goblin creates two massive, floating shadow hands to make up for his temporary paralysis. One shadow hand deflects Hulk's devastating attacks while the other brutally punches him in the air. As Goblin regains feeling in his real hands, he commands his shadow hands to grab and raise the Hulk. Then, he creates a fire sphere in his right hand before firing it as a powerful energy wave that knocks away Hulk, causing him to collide with Widow and Hawkeye.

**BGM End**

**BGM-Avengers: Endgame OST-Worth It**

"RRRAAAH!" Thor unleashes a mighty battle-cry while leaping forward and smiting Osborn with a mighty blow from his mystical hammer. He whirls Mjolnir at a dizzying speed and then knock up Osborn by slamming it suddenly into his face. The god charges forward to continue his mighty assault, but Goblin manages to block his strikes and brutally deflects the hammer out of his hand, leaving it on the floor.

"_**It'll be fun killing a god!" **_Goblin grabs and hurls Thor at a wall, pinning him there to be punched several times before getting hurled onto the staircase to his ruined throne to be socked again. Goblin grabs his Relic of Destruction and tries to impale Thor as he struggles to defend himself.

"Thor needs help!" Blaze noted, while Yang desperately struggles to lift Mjolnir off the ground but it's not budging an inch.

"How heavy is this hammer?!" Yang furiously complained.

"It's enchanted. Step aside." Captain America approaches the huntress with a plan in mind involving the hammer.

While a wickedly smiling Goblin is about to dig his sword into Thor, Mjolnir suddenly flies into Goblin, zooms past, stops and flies back into Captain America's hand. The mobians are stunned. The Remnant heroes are awestruck, including Cinder and Salem. The Avengers smile while Goblin looks on in horrified amazement to see the super-solider wielding the most powerful weapon in the universe.

"_**How…?" **_Goblin asks in horrified shock.

"Simple. He is worthy. You are not." Thor mocked with a grin.

Infuriated, Goblin kicks Thor to the ground and proceeds to battle Captain America dual-wielding both his shield and the hammer. Cap proceeds to charge at Goblin, whirling it at dizzying speed and uppercutting the tyrant in the face, knocking him down. Cap throws his shield, which Goblin deflects, but then the solider throws the hammer to his shield creating a shockwave from behind Goblin, knocking him off his feet. Cap goes on the offensive on Goblin, throwing his shield first and quickly hitting it back at him again with Mjolnir. He lines his arm back up and underarms a channel of lightning on Goblin. He then raises the hammer into the air to call down a powerful blast of lightning that painfully wounds the mutated tyrant, leaving him lying on the ground.

Cap tries to slam the hammer on him, but Goblin rolls away. He gets up and grabs Rogers by the throat, brutally slamming him to the ground. As Cap stands up, Goblin re-grabs and ignites the Relic of Destruction before they clash with their godly weapons. _**"You're not the only one wielding a weapon of the gods!" **_Goblin taunted.

"You got that right!" Suddenly, Ruby joins the fray and slashes Goblin away with the Heven Scythe.

Ruby and Captain America share a nod and decide to tag-team Osborn with their godly weapons. Ruby clashes her scythe against Goblin's sword until Cap hurls the hammer straight into his face, staggering him painfully. Ruby swiftly circles to his back and slashes it relentlessly until Cap uppercutted him over her head. As Goblin struggles to stand from their united assault, Ruby launches an energy wave with a swing of her scythe but it was blocked by Goblin's sword. Cap flings bolts of lightning from Mjolnir but they too were easily blocked. As the duo rush towards Goblin, Ruby charges the Heven Scythe to its maximum mystical power while Cap channels the electrical output of a thunderstorm into Mjolnir. Goblin readies himself with the Relic of Destruction, preparing to block their attack. The heroic duo strike at the Relic with all their power, shattering it into pieces and sending a screaming Goblin flying straight into the Hellcarrier Core.

**BGM End**

"_**GRAAAAAAAAAAAAAH!" **_Goblin yells in excruciating pain while being electrocuted by his own core. The sudden impact destabilizes the core, causing explosions on it that surges across the Hellcarrier. Suddenly, the massive flagship starts losing altitude and descends into its impeding destruction onto the island of Vytal.

**BGM-Sonic Adventure 2 OST-Suitable Opponent**

"The Hellcarrier is losing altitude! The core is gonna blow any minute! We need to get out of here!" Tails noted, feeling the violent tremors that have shaken the chamber.

"Not until we recover the Universal Seed." Captain America responds while handing Mjolnir back to Thor.

"_**NOOOOOO!" **_Perfect Devil Goblin shouts while dropping down from the core and confronting the heroes with a ferociously furious expression. _**"The Seed stays with ME! NO ONE ELSE! Just a little more! A LITTLE MORE ENERGY! Then the new universe will be BORN! But not before I extinguish the life every single last one of you and FALL IN DESPAIR!" **_He yelled as it's becoming obvious that he's reaching his breaking point.

"**Try it, Osborn." **Iron Man targets his repulsors at him. **"We may fail protecting our worlds, but you can be damn well sure we'll avenge them!"**

"If we go down, we're taking you with us." Ruby twirls the Heven Scythe while glaring at Osborn.

"Hope you're ready!" Sonic gets into a fighting stance alongside the rest of the unified heroes.

"_**I'll send all of you to the same grave as Spider-Man!" **_Goblin proclaims, charging his X-Aura to the max before ferociously charging at the unified heroes on his crashing Hellcarrier.

**BGM End**

* * *

**Meanwhile, in the bottom of the ocean…**

**BGM-Adrien Lozano OST-Wrath of the Dark God**

In the deepest depths of the ocean lies the corpse of Spider-Man with a battered armor and a devastated body after crashing down from the stratosphere like a flaming meteor. His body is motionless, showing no signs of life at all. And yet, something manifest itself from his faintly flickering X-Aura and takes the shape of a ghostly man-spider.

"_Peter…" _The Other speaks, webbing his dead host into a silky web cocoon for a special purpose before the spider-spirit vanishes and returns to his body.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: We're just one more chapter away until this "Goblin War" mini-arc is over and we enter the finale arc. If you thought the events in this chapter was insane, HA! None of you are ready for what I have I store. And don't use the original story as reference. We're entering cosmic levels of insanity pretty soon.**

**Next time: Resurrection! Web Warriors Unite!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	76. Vol 3 Issue 26: Goblin War (Part 4)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! What are the Avengers doing here?! My Time-Clone army should've kept them busy out of the core! What's going on out there?! I can't risk anyone stopping me now! The Universal Seed just needs a little more energy! NO ONE CAN STOP ME NOW!**

**BGM End**

* * *

_Vol 3 Issue 26: Goblin War (Part 4) – Web Warriors_

**Patch, Ruby's House**

**BGM-Mega Man ZX Advent OST-Relief (Tunes Ver.)**

An unconscious Spider-Gwen laid down on the couch alongside Spider-Girl while Spider-Man Noir and Spider-Man 2099 rests on the rug. Then, a groan can be heard from Spider-Gwen, as the young web warrior wakes up on the couch. "Uh…What is this place?" Spider-Gwen sits up and notices the other spiders waking up. "Am I still dreaming or am I in a living room with three different spider-people that I have never seen before?" She joked.

"The shock? Who are you people? Neither of you look like you're from 2099." Spidey 2099 remarked.

"2099? You're crazy. Where I'm from it's the 1930s." Spidey Noir responded.

"Yeaaaah. I'm gonna go out on a limb and say each of us are from different worlds." Spider-Girl quipped.

"You mean we're from different universes? And I thought getting bitten by a radioactive spider would be the weirdest thing that would happen to me. Guess not." Spider-Gwen joked.

Suddenly, the Spiders heard a barking sound from the kitchen and look at Zwei happily rushing into the living room to greet them. "A dog?" Spider-Gwen questioned.

"Oh good. You're all awake." Aunt May's voice is heard, as she enters the living room alongside Taiyang and Mary Jane.

"Mom?!" Spider-Girl remarks in shock while recognizing Mary Jane, much to the teenager's confusion.

"Excuse me?" MJ tilts her head with a confused expression.

"Oops! Sorry, sorry. Still tired. Daydreaming. So, uh, can someone explain to us where we are and why we're here?" Spider-Girl quickly changes to hide her embarrassment.

"You're in Remnant." Suddenly, Raven walks down the staircase while gaining the Spiders' attention and explaining the situation to them. "The Incursions brought each of you to this universe when they destroyed your worlds. Each of you were captured and injected with a formula that brainwashed you, but you were cured and brought here for recovery." She explained.

"Oh yeah. I remember now. There was another Earth colliding with mine, then I somehow ended up in a ship and got blasted in the back by some green monster guy with a cape I think." Spider-Gwen recalled.

"That was the Green Goblin. Norman Osborn. Wouldn't surprise me if each of you were acquainted with your own Goblin." Raven explained. "The monster we're dealing with is connected to our Spider-Man. Right now, Goblin is trying to destroy the rest of the multiverse and recreate it in his image. In less than four hours, his plan will be complete and everything will be dead." She informs the spiders.

"Then we have to stop him and help the other Spider-Man. Where are they?" Spidey 2099 requested, wanting to help Amazing Spider-Man as soon as possible.

Raven unsheathes her sword and swings it to open a portal beside her. "This portal is linked to my daughter. She should be fighting Goblin as we speak. It'll take you near their location. I should warn you. This Goblin has gained unimaginable power that effectively makes him a god."

"The only thing scarier than that is a midterm exam, and those terrify me. We got this." Spider-Gwen quips while feeling extremely confident in their victory.

"Ya know, something about your voice sounds _oddly _familiar but I can't place it." Mary Jane comments on Spider-Gwen's voice, unaware that she's talking to an alternate version of her deceased friend.

"Really?" Spider-Gwen remark casually.

"Hurry up. We don't have all day." Raven impatiently told the spiders.

"Okay, okay. We're gonna go save the multiverse. No need to nag." Gwen quips, much to Raven's annoyance.

"Why do all of you Spiders have to be so irritating?" Raven remarked.

"Genetic?" Spider-Girl quips, following the other spiders as they enter the portal that'll take them to the Hellcarrier.

**BGM End**

* * *

**Unknown**

**BGM-Sonic Unleashed OST-Chip's Memories**

'_Huh? Where am…?' _Amazing Spider-Man opens his eyes in a familiar, yet unfamiliar dream haven and finds himself wearing his old glasses and sweatshirt garb. "Oh. I'm home." He looks around and realizes he's back in the Forest Hills Ingram street residence. _'It's Forest Hills. Ingram Street. But I've never seen it like this before. Porch swings. Blue skies. Trees bursting with leaves. Far as the eye can see.' _Peter thought in his head.

"Hey, Pete." A brown-haired kid with freckles suddenly bikes past him with a greet, "Wonderin' when you'd show up. You're gonna love it here. It's the best."

"Wait. You're Tim. Tim Harrison." Peter recognizes him as the kid who was a big fan of Spider-Man and collected paraphernalia about him before succumbing to his terminal illness. "But you're…" He remarked.

"That kid is right. You should be smart enough to know there's no pain here, Parker."

Peter is suddenly in a yellow jacket and greenish pants when he meets Sally Avril and Harry Osborn, a bossy cheerleader and a best friend who both died during high school respectively. "Hey Pete. Long time no see." Harry greets his best friend with a smile.

"Sally? Harry?" Peter remarks, scratching his confused head while walking around. "They're dead. All of them. Is…? Is this heaven? Does that mean I'm-." He wondered.

"This was not supposed to be your time, brother."

Peter turns around to be greeted by his clone brothers, the blond-haired Ben Reilly and the scarred Kaine Parker. "Ben? Kaine?" He remarks in shock and confusion.

"Can't believe you." Kaine scowls. "We both sacrificed ourselves at different points for you and you _still _failed." He calmly berates his brother.

"No. I-."

"You're too soft. You should've killed Osborn when you had the chance. If you did, you wouldn't be in this mess." Kaine criticized him.

"Don't listen to him, son." A familiar old man hand pats Peter's shoulder and reassures him. "If you kill a man, even a sworn enemy, you wouldn't _be _Spider-Man."

Peter turns around, now dressed in a black coat and jeans, and sees Captain George Stacy and Gwen Stacy, Peter's first girlfriend and the source of one of his greatest failures. "Captain Stacy! Gwen! Oh…I'm sorry, sir. I let you down. Both of you. Can you ever…?" He immediately apologizes for their deaths.

"Nonsense, my boy. Everyone falls short from time to time. But you never faltered from the right path. That's ALL that matters." Captain Stacy assured him with a smile.

"And everything worked out in the end, Petey. See? We all get to be together." Gwen kisses her ex-boyfriend on the cheek.

"Gwendy, I…" Peter remarks somberly.

"Hello, Peter." Suddenly, Peter is greeted by a woman that appears to be the splitting image of Ruby Rose but wears a white hooded cloak.

Peter responds with a shock look in his face, "Ruby? No. You're…"

"Summer." She introduces herself as Summer Rose and smiles at Peter. "And I can't thank you enough for protecting my daughter when I wasn't around."

"But I failed you. I can't protect her anymore." Peter responds while shyly looking away from Summer.

"You didn't. Just the opposite. My family and I opened the door for you, and you succeeded. All on your own. I know it…and so do they." Summer gestures to two people beside her, Richard and Mary Parker.

"Mom! Dad!" Peter exclaims in delight, while suddenly wearing a Stark Industries lab coat.

"We've been watching you, son." Mary told him.

"All your accomplishments. And look at you. An amazing hero and a bright scientist. We couldn't be prouder of you…" Richard praise his son while happily holding onto his cheeks.

"Riche, for Pete's sake, give it a rest. You're gonna spoil the boy." Another voice chimes in, which gains Peter's attention and is super delighted to be greeted by Uncle Ben.

**BGM End**

**BGM-Sonic Unleashed OST-No Reason**

"Uncle Ben!" Peter faced him dressed in his Spider-Man costume unmasked.

"Oh, Peter. I hate to say this, but you have to go. You can't stay here." Uncle Ben told his nephew.

"What?" Peter remarks in shock. "I don't get to…after all I've…It's that one mistake isn't it? When I let you down. But I've tried, Uncle Ben. I've tried so hard…" He nearly breaks down in tears until his uncle dissuades those fears.

"That's not it at all, my boy. You've MORE than earned your rest. And any other time, I'd give you my blessing… But you CAN'T leave a man like Norman Osborn on the loose destroying our world and hurting your friends. You've built an amazing life. Don't you DARE let him destroy it." Uncle Ben encourages his nephew to continue fighting.

"_And we have faith that you will not fail again."_

Peter turns around equipped in his Iron Spider Armor unmasked as he is greeted by two tall and naked humanoid males who are devoid of facial features. One is colored gold with a crown of antlers upon his head, and the other has deep purple skin with curved segmented horns that arc back over his head.

"Who are you?" Peter asked the godlike figures.

"_I am the God of Light, and this is my younger brother, the God of Darkness. We are the ones who created the world that would become Remnant." _The God of Light introduced themselves to Peter.

"I heard you two left the planet thousands of years ago. Why are you suddenly back?" Peter asked.

"_It was thanks to that fool, Norman Osborn. He was unaware that when the four Relics are brought together, they would summon us back to the world where we pass judgment on Humanity." _God of Darkness answered.

"_If Humanity has come to accept one another and lived in harmony, we would live among them as before and make them whole with the ability to use magic again. But, if Humanity remained divided and demanding of us, we would destroy the planet and all its inhabitants." _God of Light explained. _"Unfortunately, we did not take into account of Norman Osborn meddling with our universes. But we also didn't take into account of you, Peter Parker. Originally, it was Ozma's task to unify Remnant, but you have taken it to a grander scale. Through your heroics and courage, you have united our worlds against a common threat and formed the greatest alliance in history! Because of that, we are allowing you to return to the mortal realm to save our worlds." _The Light God allowed.

"How are you gonna do that?" Peter asked.

"_That accursed Other has already begun the process." _The Dark God answered.

Suddenly, The Other appears beside Peter in its large and monstrous Man-Spider form, _**"As if I'll let you die on my watch. Through your X-Semblance, I have placed your body in hibernation to be reborn anew. As most spiders do once in their lifetime. You are me, and I am you. You are one, and I'm the other." **_He explained creepily to his host.

"Thanks. Sorry about punching you earlier." Peter quipped.

"_We will repair your Iron Spider Armor. Reunite with the awakening Spiders. This is the best that we can do under the influence of the Incursions." _The Light God informs the webhead, as the Gods are slowly dying because of the Incursions.

"I won't let you down. You too, Uncle Ben." Peter turns to his uncle while putting on his mask.

"Good. Now listen. There are NO scales you have to balance. Not in my eyes. When this is over, THEN you can rest. Someone ELSE can be Spider-Man. It's okay. Until then? You have one last thing to do. You need to get up and fight one more time! C'mon, Peter! GET UP!" Uncle Ben encourages his nephew with parting words to fight one more time.

**BGM End**

* * *

**The Depths of Remnant's Ocean**

**BGM-Ratchet and Clank Future: A Crack in Time OST-** **Cutscene - The Plumber's Advice**

In the real world, the web cocoon is lying in the depths of the ocean motionless. That was, until strange glowing blue lights emit from within the cocoon. Someone is trying to pound themselves out of the cocoon until they succeed with an armored fist smashing through it and envelops itself in a familiar, silky blue X-Aura.

**BGM End**

* * *

**Hellcarrier, The Core**

**BGM-Sonic Unleashed OST-Dark Gaia Phase 1 (Running)**

With the ship's core destabilized during the battle between Perfect Devil Goblin and the heroes, the Hellcarrier starts to fall from the sky, which means the battles aboard the ship must end now before they crash into a fiery explosion. Sonic and Ruby attempt to hit Goblin with a Homing Attack, only for the tyrant to ruthlessly deflect them aside with a slap from his fiery hand. Suddenly, Goblin was assaulted by a mystical barrage from Salem before getting blasted backwards by Iron Man's unibeam. Weiss freezes the lower half of Goblin's body until he quickly broke free with a burst of fire. Hulk delivers a devastating punch that sends the madman flying across the trembling chamber. Goblin lands on his feet and furiously claps his hands to unleash a devastating fiery shockwave that knocks back all of his enemies onto the floor.

"Man, he's stubborn! Why won't HE fall down?!" Knuckles scowls while standing up.

"He _is _weakening. That much is clear." Salem commented.

"**She's right. His power levels are dropping. We need to hurry and finish him before the whole ship crashes into the ocean." **Iron Man stated.

"_**Why throw away your lives so recklessly?" **_Goblin mocked them.

"That's a question you should ask yourself, Goblin." Ruby quipped.

"_**NO!" **_An enraged Goblin ignites his magma fists. _**"I'll crush you with my bare hands!" **_He threatens while creating a huge fireball to throw at the heroes.

**BGM End**

"**I wouldn't do that if I were you, Normie…"**

**BGM-One Piece: Stampede OST-Get up, Luffy**

Everyone, including Goblin, turn their heads to a hole in the wall, where they recognize a certain figure that has immediately left them speechless and dumbfounded. They couldn't believe their eyes as they find themselves staring at the revived Amazing Spider-Man equipped with rebuilt armor and constantly emitting his silky blue X-Aura. **"I mean, you can kill me all you want…But if you lay one more hand on the best member of my fan club, I'm going to have to smack the ugly right off you. And by the looks of you, that is going to take all night. Boom!" **Peter quips out his return to the living.

"No way…" Ruby mutters with a teary-eyed smile.

"_**It's YOU." **_Goblin snarled.

"**The one and only." **Spidey quipped.

"_**What is THIS TRICKERY?! I killed you! I KILLED YOU! YOU SHOULDN'T BE-!" **_An extremely infuriated Goblin dashes at his revived foe with flaming fists, only for Spider-Man to rush forward in the blink of an eye and smash his extremely powerful fist straight into Goblin's face.

"**ALIVE AND STICKY!" **Spidey quips, smashing Goblin into the floor with such incredible force that he leaves him in a massive crater.

"It's good to have you back, son." Captain America smiles as Spider-Man rejoins his friends.

"**Good to be back." **Spidey replied.

"I'm so happy you're alive!" Ruby hugs her surrogate big brother in relived joy of his return.

"But how?" Weiss asked him.

"**I molted." **Spidey answers casually.

"Ew."

"Ah. Healing coma. Spider-style. Surprised you didn't come back in a black suit." Sonic joked, referencing a classic super hero that's faster than a speeding bullet.

"**Black suits are my kryptonite." **Spidey quipped.

Goblin coughs out blood after receiving that full-powered punch from his revived foe, standing and growling furiously at him. _**"I will kill you again, Spider-Man!" **_He angrily declared.

"**Don't you mean 'Spider-Men'?" **Spidey points his thumb into the air, prompting a confused Goblin to look up in time to see Raven's portal appear over his head and drops down the other spider-heroes.

"Here we come to save the day!" Spider-Gwen ties up Goblin in thick webbing for the rest of the spiders to brutally kick down.

"_More _Spider-Men? Wasn't one just enough?" Hawkeye quipped.

"Nope. Name's Spider-Woman." Spider-Gwen properly introduces herself to the other heroes.

"**Spider-Man." **Peter introduces himself.

"Figured. Didn't we meet before?" She vaguely recalls their unfriendly first meeting back when she was a goblin.

"**You tried to kill me."**

"Ah."

"_**The other spiders? You should be working for ME!" **_Goblin scowls while furiously breaking out of the webbing.

"Not anymore, Goblin." Spidey 2099 remarked.

"**Payback time, Gobby! Web Warriors, TAKE HIM DOWN!" **Amazing Spidey shouts, leading his new team of spider-heroes against their common enemy.

Amazing Spider-Man fires several weblines to web Goblin long enough for his Noir counterpart to deliver a painful right hook onto his face. Goblin roars, bursting out of the webbing and smacking Noir away just mere seconds before getting assaulted by the 2099 Spidey's lightning-fast attacks from the back. Goblin manage to blast him away just before he gets punched to the ground by Amazing Spidey. **"OH, that felt good!" **He quipped.

"You are WAY uglier than the Goblin back home." Spider-Girl quips, working in harmony with Spider-Gwen after attaching their weblines onto his body and running in circles to tie him up.

"_**I WILL NOT BE MOCKED!" **_Goblin explodes in flames to incinerate their webbing and throws fireballs at the spider-heroines.

"Are you sure? You seem REALLY good at it!" Spider-Gwen quips, dodging his fireballs to deliver a frontal flipkick from his muzzle, then allowing Spider-Girl to knock him away with a flying kick to his face.

Meanwhile, Iron Man receives a call from Captain Marvel of some pleasant news, _'Tony, come in! Ultron and Mordo are DOWN as so are their Time-Clones! I'm receiving reports that the other members of the Cabal have been subdued and Mister Fantastic has just completed ALL seven Cosmic Emeralds! We need to get off this ship NOW!'_

"**Soon, Carol." **Stark acknowledged. **"Hear that, Gobs? Your Cabal is FINISHED! That just leaves only YOU!" **He mocks his rival with this shocking news that the heroes might win this war.

"_**IMPOSSIBLE!" **_Goblin furiously retorts before getting kicked by Spider-Noir.

"Impossible is what we Avengers do best!" Captain America mocked.

"_**I will burn you all! I will burn this world! I will watch the flesh of your body bubble and-!" **_Goblin expresses his rage before he was suddenly webbed in the face by Amazing Spidey.

"**I see you haven't work-shopped any new material since our last get-together." **Peter quipped. **"Web Warriors, web him!" **He ordered.

"That better not be our catchphrase." Noir dryly quips, joining his fellow spiders as they thwip out an amazing display of webbing at Goblin until he was completely immobilized in thick cone of webbing.

"_**YOU WILL ALL BURN!" **_Goblin yelled furiously.

"**I rather turn down the heat!" **Spidey leaps over his fellow spiders while charging up a large sphere of repulsor web energy in his right palm and rams it into Goblin, packing so much power it pushes back Perfect Devil Goblin into a wall before exploding in a spectacular glory.

**BGM End**

"_**Guwaaaa…" **_Goblin exclaims in pain while being launched onto the ground, losing the power to sustain his Perfect Devil Form anymore and returns to his regular Green Goblin form while lying on the ground totally unconscious.

"**Phew…" **Spidey expresses a sigh of relief that the fighting may be over.

"We did it!" Spider-Gwen remarked.

"We actually did it…We did it!" Ruby expressed happily.

"Good work, team." Captain America smiled, proud of their victory.

"**Nice. So…Is anyone gonna explain to me why Metal Sonic is here?" **Spidey quips about Metal Sonic's strange appearance.

"Eggman's helping us." Sonic answered.

"**Really? I certainly missed a lot." **Spidey quipped.

"Cut the celebrations. First, we need to recover the Universal Seed and escape before this ship crashes into the ocean." Salem reminded the heroes of what's more important.

**BGM-Marvel Ultimate Alliance 3 OST-The Mad Titan**

Sonic volunteers to retrieve the Seed as he runs towards the unconscious Goblin. But suddenly, his X-Aura explodes and prompts the hedgehog to stop on his tracks. _**"How dare you?!" **_An enraged Goblin King snarls while rising from the ground, prompting the heroes to put up their guard.

"**You just don't know when to quit, do you? You're outnumbered and outmatched. Give up!" **Spidey mocks his weakened arch-nemesis.

"_**What are you? What in the world ARE you?! After all of that, how could you still be alive?!" **_Goblin furiously shakes his clenched right fist. _**"I am immortal! I am the ultimate incarnate! AND I WILL PROVE THAT TO ALL OF YOU RIGHT NOW!" **_He mentally snaps while revealing the Universal Seed in his hand for his most insane idea yet, which instantly triggers the Spider-Men's Spider-Senses.

"Spider-Sense is going to insane overload!" Spider-Gwen stated.

"Mine too!" Spider-Girl remarked.

"**Norman, don't do something you're gonna regret!" **Spider-Man pleads with him to stop whatever it is that he's about to do.

Peter's words fall on furiously deaf ears as Goblin does the unthinkable. He stabs himself with the Universal Seed and forcefully merges with its infinite cosmic power, much to the heroes' stunned surprise. Suddenly, Goblin transforms into an explosive energy dome that knocks down the heroes. As they look up, they see the dome has reshaped itself into a large energy head that resembles the Goblin King laughing maniacally, _"MWAHAHAHA! AHAHAHAHAHAHAHAHA!" _

All this unstable cosmic power has completely ruptured the Hellcarrier's energy core as the entire ship starts exploding wildly while Goblin continues laughing like a psychotic madman. **"Oh boy…We need to go. We need to go NOW!" **Spidey yells as everyone runs away from the exploding core.

Numerous explosions rupture from many different points of the Hellcarrier to the point that the engines go up in flames. The exploding flagship dives headfirst and crashes into the ocean next to the island of Vytal before consuming itself in a massively powerful explosion as if it was a nuke. The explosion can be seen from miles away and leaves behind a gigantic mushroom cloud, which makes it difficult to tell if anyone could've survived that crash. And if they did, could they survive the final battle that'll decide the fate of all universes.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Goblin has officially lost it and decided to merge with his incomplete Universal Seed to gain unfathomable power. This is it. The finale arc is next, which I dub the "Universal Rebirth" arc. It's the Ultimate Alliance against the Goblin King in one final showdown that'll transcend dimensions. Look forward to it.**

**Guest (Chapter 75): There is no evidence in any media that Spider-Man is worthy to lift Mjolnir. Besides, he was dead at the time.**

**Devonbumpers: I rather not mess with any political stories as those are a little too complicated for me.**

**Next time: Worlds Assemble! Battle for the Multiverse! **

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	77. Vol 3 Issue 27: Universal Rebirth Pt 1

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Goblin killed me, but thanks to The Other bonded to me, I returned to life better than ever. With the help of the other Spideys that were cured from his formula, we defeated Goblin, or so we thought. He lost it, and purposely merged with the Universal Seed and caused the entire Hellcarrier to crash into the ocean. I don't need a Spider-Sense to tell me that our biggest fight is about to begin, and we're gonna need everyone if we're to win!**

**BGM End**

* * *

_Vol 3 Issue 27: Universal Rebirth (Part 1) – Worlds Assemble_

**Island of Vytal**

The island is on fire after the Hellcarrier crashed. Any forest life that was on the island were left in ruins from the explosion. The wreckage from the ship were scattered across the land with apparently no survivors. That is until large chunks of debris were tossed aside revealing Thor underneath, and then Hulk punching the debris off his body to reveal that he survived the crash as well.

"Where's everybody?" Hulk asked the god.

Then, the two powerhouses hear a cough coming from an armored webhead trapped beneath large chunk of debris on the island, **"Any time now, guys! Already died enough for one night!"**

Hulk and Thor dig through the debris and hurl away the chunks that were in the way to reach a large web shield beneath them all. They ripped it open and see the Web Warriors, Avengers, Team RWBY, Team Sonic, Blaze, Cinder, Metal Sonic, Ozpin, and Salem inside the barrier. "Thanks for leading the charge and making the save, Web Warriors." Captain America compliments the spiders as everyone walks out of the web barrier.

"A compliment from Captain America? I feel so honored." Spider-Girl quipped.

"Ugh. That was the _second _time we nearly got ourselves killed in a crash." Weiss remarked.

"What was the first?" Spider-Gwen asked.

"It was a train. Long story." The heiress answered.

"What happened to Goblin? Was he killed in the crash?" Cinder questions about Goblin's mysterious disappearance.

"**Not sure. Goblin claims that he was immortal. And that might be true after absorbing the most powerful artifact in the universe." **Iron Man replied.

"The Universal Seed." Blaze commented. "Who knows what that power could've done to him. We need to hurry and find him before the fabric of reality completely collapses." She says while looking up at the sky and sees Remnant is on the verge of colliding with Earth, Mobius, and the Sol Zone.

**BGM-Sonic Unleashed OST-Dark Gaia Appears**

Suddenly, Iron Man's sensors pick up an unusual energy reading, **"Something triggered my sensors. Whoa. Never seen energy readings like this before."**

"I'm seeing something too, with my Accelerated Vision." Spidey 2099 remarked.

"**Your what? Is that your Spider-Sense?" **Amazing Spidey responded.

"Similar. It enhances my vision. Helps me track fast speed movements and energy waves. And I'm seeing a LOT of cosmic energy spreading throughout the island." Miguel answered.

Just then, the whole island experiences a massive tremor and causes everyone to nearly lose their balance as the other Spideys senses a powerful presence erupting nearby. "Our Spider-Senses are going into overload! I never felt anything this powerful before! It's like the whole planet is shaking!" Noir Spidey remarked.

The island starts splitting itself apart as a monstrous scream is heard. Something massive starts to rise from the core of the island as everyone stares at that direction. The creature seems to resemble Green Goblin but has gained dark energy from his head and back with the incomplete Universal Seed embedded in his chest. The heroes stare in utter shock at the transformed Goblin, who has become as large as a mountain while roaring at his tiny adversaries.

"**Osborn…?" **Peter questioned, wondering if that colossus is his archnemesis but mutated into that unstable monstrosity.

"_**I CANNOT BE DESTROYED. I AM THE ULTIMATE. I AM THE IMMORTAL GOBLIN!" **_The colossal Immortal Goblin introduces himself to the heroes. With one furious roar, he smashes his massive fist into the ground to split all of Vytal into pieces with a single blow as a show of force, much to the heroes' surprise.

"Unbelievable…He has merged with the planet. Merged with the Universal Seed itself. It's as if he has become one with the universe." A shocked Ozpin described.

"That can't be healthy for one's diet." Sonic quipped.

Immortal Goblin looks down at his tiny adversaries and scowls. _**"DIIIIIIIIIEEE!" **_He charges up an energy wave from his mouth and prepares to kill them with it.

"This is bad! MOVE!" Captain America ordered.

Goblin fires the blast at them and though they ran out of the way in time, Goblin sweeps the blast around to obliterate nearby islands out in the distance. "So this is the power of the Universal Seed…" Salem remarks on its terrifying power with an annoyed scowl.

"With this power, he could destroy the entire universe!" Blaze claimed.

"**And he's been doing a **_**fantastic **_**job." **Spidey quipped.

"_**INSOLENT FOOLS! YOU DARE DEFY YOUR GOD? I WILL END EVERYTHING!" **_Immortal Goblin cackles hysterically.

"Is it me, or is Goblin losing it?" Knuckles noticed.

"The Universal Seed is too much for any mortal. Soon, he'll lose every shred of sanity." Thor proclaimed.

"**Osborn, you can't control that much power! It's clouding your already deranged mind!" **Iron Man told the colossal menace.

"_**I'VE NEVER SEEN MORE CLEARLY. TO START A NEW WORLD, I MUST BURN THE OLD ONE, AND ITS HEROES, TO THE GROUND!" **_Goblin fires another massive mouth blast at the surprised heroes, who narrowly avoids taking a direct hit but were severely wounded from the resulting explosion that scatters them across the area. The heroes staggeredly tries to get up while Goblin continues taunting them, _**"YOU SHALL RUE THE DAY! I WILL ERASE YOUR MISERABLE LIVES FROM REALITY. WHEN I'M THROUGH WITH YOU, YOU WILL HAVE NEVER EXISTED!" **_With the power of the cosmos flowing through his body, Goblin summons a massive army to the ground which includes the Cabal, Goblin Nation soliders, Oz Grimm, the four Elementals, and a fleet of ships above him to confront the small group of heroes that were foolish enough to challenge him.

**BGM End**

"What's the plan, Captain?" Ozpin tiredly asks the super-solider, as the heroes slowly gets back to their feet.

With a fierce determination, Captain America tightens his shield to his arm and stands fearlessly against Goblin's giant army with his allies. "We stand and fight. Until the end." Rogers replied to the headmaster.

Suddenly, a crackling comes in on their communicators as a certain director speaks to them, _'Sounds like a good plan, Captain.'_

"Fury?" Rogers remarked in shock.

'_Look to your left.' _Fury told them.

**BGM-Avengers: Endgame OST-Portals**

The heroes look behind to see a portal on their left side. Five figures step through, revealing themselves to be Black Panther and the Fantastic Four. The Avengers and Fantastic Four share a look when Falcon zooms in from above, and as he does, dozens of portals open up all around the battlefield. Through one of these, Doctor Strange descends in and is joined by the other heroes that survived the crash of the Hellcarrier like Captain Marvel, M. Bison and X. Everyone watches in confusion and awe as more and more heroes arrive from all corners of Remnant. From all corners of the remaining universes, all backed up with forces of their own. Glynda Goodwitch, Team JNPR and their Huntsmen army from all four Huntsmen Academies, students and adults alike. The Belladonna family, Ilia Amitola, Sienna Kahn and their White Fang army. Valkyrie and the Asgardians including All-Mother Freyja, the Destroyer, Lady Sif, and the Warriors Three. The Tricarrier alongside the Atlesian and Egg Fleets, commanded by Nick Fury, James Ironwood, and Doctor Eggman respectively. Amongst the throngs of heroes there is Winter Solider, Winter Schnee, Mercury, Emerald, Scarlet Witch, Taiyang Xiao Long, Qrow and Raven Branwen, and Pepper Potts in the red-and-silver Rescue Armor Model 2. Even heroes that have been absent throughout this adventure are joining in such as Star-Lord, Drax the Destroyer and Groot from the Guardians of the Galaxy, and Rouge the Bat and E-123 Omega from Team Dark of Mobius, and Sally Acorn, Amy Rose, Rotor the Walrus, Antoine D' Coolette, Bunnie Rabbot, Cream the Rabbit and Big the Cat from the Freedom Fighters of Mobius. Nearly every hero has magically been transported to the battlefield to face Goblin's hordes.

"Is that everyone?" Doctor Strange asks Scarlet Witch, who helped him summon their army.

"You wanted more?" Scarlet Witch quips with a smirk.

Suddenly, Ant-Man emerges from the rubble of the Hellcarrier in his giant form while Rocket Raccoon rides on War Machine's shoulder shouting, "ALRIGHT AVENGERS! TIME TO LIVE UP TO YOUR NAME!" He shouted while cocking his energy rifle.

The massive armies of the Ultimate Alliance and the Cabal have a short standoff while Amazing Spider-Man gives a smirking expression with his mask at the stunned Immortal Goblin. The Ultimate Alliance Army take up battle positions as Captain America shouts out their call sign. "AVENGERS!" Steve raises his shield as heroically and as high as he could into the air before shouting, "ASSEMBLE!"

"RRAAAAAAAAH!" Thor makes a battle cry as the Unified Avengers charge at their adversaries.

"_**KILL THEM ALL! KILL THE AVENGERS!" **_Goblin yells furiously, ordering his army to charge as well.

The Avengers and the Cabal lead their respective forces as both sides collide to a head in a massive assault that'll decide the fate of the multiverse. Wolverine was among the first to lunge forward with his claws and ruthlessly stab a Grimm to death. Ryu delivers a flying kick onto a War Goblin while Shadow flies around the battlefield with his Homing Attacks, knocking down as many enemies as he could before Goodwitch blasted away a crowd with a telekinetic push. Just as Giant-Man punches down a flying Oz Whale Grimm, Rescue blasts a flying Grimm before Iron Man shows up and they fight together back-to-back a moment before Spider-Man, Blake, Sonic, and Black Cat jump over them to zip down towards grounded forces. Silver paralyzes Sandman with his psychic powers, allowing Blaze to jump inside his body and turn him into glass with her fire powers before smashing herself free. As Thor easily defeats Hydro-Man with a lightning blast, Crystal takes control of Cyclone with her elemental powers and uses it as a weapon against her enemies. Meanwhile, Winter has three Arma Gigas summons battling Molten Man, keeping it busy until Rogue touch and absorbs its fire powers before delivering a flaming uppercut that obliterates it into pieces.

**BGM End**

**BGM-Sonic Unleashed OST-Vs. Dark Gaia**

"_**DO YOU THINK…YOU CAN…DEFEAT ME?!" **_Immortal Goblin roars ferociously, firing a laser from his mouth that annihilates dozens of insignificant soliders on the battlefield.

"We need to focus on stopping Goblin before the Seed is complete!" Mister Fantastic said to his allies.

"Ant-Man, engage Goblin! Eggman, provide support!" Captain America ordered.

"**Fine, fine!" **Eggman reluctantly follows Giant-Man in his Egg Emperor mech as they go and confront the colossal Goblin.

Before Goblin could smash his gigantic fist on his tiny enemies, he was interrupted by a brutal punch to the face from Giant-Man. "YOU WANT TO CRUSH THEM? YOU'LL HAVE TO GET THROUGH ME!" Scott taunted.

"_**I'LL SQUASH YOU LIKE THE BUG THAT YOU ARE!" **_Goblin hurls a mighty punch that knocks back Giant-Man, despite him blocking the attack.

"HOW CAN YOU DO THAT WITH NO FEET?" Scott counters with two punches before delivering a powerful kick to the chest that staggers the colossal tyrant.

"_**BUUUUUURNNNN!" **_Goblin spews out gigantic flames from his mouth, attempting to burn Giant-Man alive.

"HE'S BURNING ME!" Scott shouted.

"**Stop whining! Take this, you mutated mountain!" **Eggman launches destructive energy waves with the swings of his lance, interrupting Osborn. The mutated tyrant smacks at the Egg Emperor, who attempted to block the attack with his shield but was still knocked away through the sky.

"Ant-Man, full-nelson!" Captain America ordered.

Giant-Man followed his orders and places Osborn in a full-nelson. "WHAT'S THE PLAN AGAIN?!" Scott asked, struggling to keep Osborn in his grasp.

"Captain America to Tricarrier, target the Universal Seed! I repeat, target the Universal Seed!" Cap orders their massive flagship."

'_You heard the Captain! Fire all weapons on the Seed!' _Fury ordered, as the Tricarrier launches a massive assault onto Osborn's chest while Giant-Man has him in his grasp.

Osborn roars in pain from his Seed being attacked and furiously decides to retaliate. _**"FURRYYYYYYYYY!" **_He angrily screams out his name before breaking free from Ant-Man's grasp and unleashing a powerful mouth laser at the military fleet, easily obliterating half of their ships and blasting the Tricarrier out of the sky.

'_We've been hit! Prepare for emergency landing!' _Fury shouts as his ship crashes into the ocean.

Meanwhile, Ruby is with her father, uncle, and Raven as they fight together against Goblin's hordes. "Reminds me of the old days! Team STRQ reunited!" Qrow joked.

"**Team STRQ isn't complete without an actual Stark in the party!" **Iron Man chimes in, joining the group with a powerful unibeam that wipes out an opposing crowd.

"_**None of you are a challenge! Give us more worthy prey!" **_Venom shreds down his enemies with a continuous barrage of deadly tendrils while working together with Cinder, Emerald, and Mercury.

"Let's show 'em what we can do, cats!" Black Cat wraps her grappling hook on the leg of an Alpha Goblin Beowolf while Blake wraps her ribbon on the other leg. They pull on their wires and cause the Grimm to topple onto Blaze, who fiercely knocks it back upwards with a flaming backflip kick followed by a few fireballs. As the Alpha Beowolf defends himself, Shadowcat phases through its body and impales it from the back with her katana.

"On our final hour, mortals and gods will fight as one!" Valkyrie rides on a pegasus while slaying her aerial foes with her enchanted sword.

"YEAH! Give 'em hell!" Nora shouts, riding her own pegasus above the battlefield while bombarding it with her grenades.

The battle seems to be evenly matched between both sides, with the heroes seemingly having a slight advantage. At least two heroes from parallel worlds are seen working together against a common foe like Sonic and X destroying a few Spider-Slayers, Spider-Man saving Frank West from getting blasted, Ruby fighting with her speedy slashes alongside Hulk's powerful smashes, and Blaze working together with Human Torch to unleash deadly fireballs. Goblin's fleet tries to eliminate their grounded enemies until they were obliterated by Captain Marvel and Nova.

The Cabal tried their hands at the heroes and while they did take out a good chunk of their forces, they too were quickly defeated. Magneto was overpowered by the combined forces of Pyrrha, Jean Grey, Silver, and M. Bison. Adam Taurus was knocked out cold by Blake, Yang, Spider-Gwen, and Sun. Madame Hydra was struck down by Cinder, Winter, Penny, and Spider-Woman. MODOK was humiliated by Black Panther, Lady Sif, Goodwitch, and Shadow. Ultron was rendered useless by Yellowjacket, Tails, Weiss, and Thing. Vergil was defeated by Dante, Raven, Gamora, and Zero. Baron Mordo was soon taken out by Trish, Sigma, Doctor Strange, and Rocket Raccoon. And then Nemesis was blown into pieces by Chris Redfield, Ilia, Winter Solider, and Mister Fantastic.

As more and more heroes focus on defeating Goblin, he roars viciously before tearing open holes in reality and rain energy meteors down upon his massive army of enemies. Phoenix uses her Phoenix Force powers to create a massive flaming dome that protects everyone while rapidly replenishing their energy. Scarlet Witch adds to this by incanting a mystical spell to greatly enhances her allies' powers to continue their massive assault against Goblin and his forces as the meteor rain stops. This battle has become so intense that rivals from these parallel worlds are forced to work together to survive like Spider-Man and Venom, Sonic and Metal Sonic, Ruby and Cinder, and Wolverine and Ryu.

**BGM End**

With Immortal Goblin, he's still trading enormous blows with Giant-Man and managed to smash the Egg Emperor to oblivion, forcing Eggman to jump out and fight with his smaller mech vehicle called the Eggwalker. "We're close! The Seed is weakening! We're gonna have to attack together to catch Goblin off guard!" Eggman shouts at his allies.

**BGM-One Piece Pirate Warriors 4 OST-I Will Surpass You!**

"All teams, Goblin is on the ropes! CONVERGE AND DON'T LET UP!" Captain America ordered.

The Ultimate Alliance fire an all-out assault from all angles at Immortal Goblin while Giant-Man has him in another full-nelson. While Goblin is completely distracted with everyone, he doesn't notice Captain Marvel hovering above a Quinjet alongside Thor while Ryu and X stand atop of it. "Charge up to maximum power!" Captain Marvel shouts while bursting into her Binary Form and charges up a cosmic beam. Thor enhances himself with lightning coursing through his veins and hammer while preparing a godly lightning blast. Ryu taps into the Power of Nothingness and charges up a Shin Hadoken. Lastly, X assumes his Ultimate Armor and charges his X-Buster to full power.

"FULL CHARGE!" X shouted, as his group unleash their most powerful blasts and combines them into one gigantically devastating beam, hitting the Universal Seed in Goblin's chest and causes it to crack.

**BGM End**

"_**WHY…YOUUU…" **_Goblin lets out a loud roar while breaking free from Ant-Man's grasp.

"Now! Let's go, everyone!" Knuckles commands his team composed of Yang, Hulk, and the Thing while they're standing atop of an Atlesian airship.

**BGM-One Piece Pirate Warriors 4 OST-Gear Four**

Knuckles' group jump off the airship and dive down towards the colossal Goblin for the finishing blow. "CAN YOU TAKE THIS!" Yang smirks while burning with the full fury of Semblance.

"IT'S CLOBBERIN' TIME!" Thing reels back his right fist.

"HULK SMASH PUNY UNIVERSE!" Hulk yells furiously.

"_**YOU DARE?!" **_An enraged Goblin screamed.

"IT'S ALL OR NOTHING!" Knuckles yelled ferociously.

Before Goblin could obliterate them with a mouth blast, the smashers charged forward with a mighty war-cry and punches the gem. The Seed cracks along with the rest of Goblin's body as he screams in sheer agony, _**"GRRROOUURAGH…" **_

"Goblin's breaking apart!" Sonic pointed out.

"**We did it!" **Spider-Man proclaimed.

**BGM End**

Immortal Goblin couldn't contain his own energy anymore and explodes, unleashing a blinding burst of immense power that nearly blown away the heroes off the shattered island. Once the dust settled, what was left of Goblin was nothing but a field of fire and a major victory for the Ultimate Alliance.

"We've WON!" Ruby cheered joyfully.

"WOO-HOO!" Sonic shares a high-five with the young huntress.

"YAAAAAAAAAY!" The Unified Army cheered in utter happiness that they finally defeated the Cabal.

"This feels too good to be true. If we've won, why is my Spider-Sense still banging like a drum?" Spider-Noir comments stoically, as the other Web Warriors are sensing immense danger about to make their presence known to the heroes.

"**Oh no. You're kidding, right…?" **Spidey remarked.

**BGM-Marvel Ultimate Alliance 3 OST-The Mad Titan**

Any sense of victory was short-lived as a sudden and frightening lightning storm interrupts the heroes' celebration. Bursting out from the flaming fields is the Goblin King in his normal form, who somehow survived his own demise. _**"Heh heh heh. You have fought bravely—against little more than a chrysalis. While you have wasted your time, I have taken one step closer to obtaining godhood! Give it a look." **_Goblin shows the heroes in the palm of his hand a small, multi-colored spherical gem that looks like it's housing an entire universe.

Mister Fantastic gasps in shock as he figured out what that sphere is, "No…We were a second too late. The Universal Seed is complete." He stated.

"_**Yes." **_Goblin grinned maliciously. _**"This is its completed form. At last the Universal Seed has condensed this amount of power. Isn't it beautiful?" **_He taunted the heroes, who are looking worried on what's gonna happen next now that the Seed is complete. _**"I must thank you all for participating in my experiment. As a reward, you will be the FIRST…and the LAST to witness a new universe…where I reign SUPREME!" **_

With a laughing smirk, Goblin thrusts the Seed as high as he could into the air. The Universal Seed begins emitting a bright, white light that engulfs the island and the shocked heroes. The immense energy of the Seed spreads throughout the dying universe and forcefully finishes the Final Incursion. Earth. Remnant. Mobius. The Sol Zone. Their planets and their respective universes have finally collided with each other and were obliterated. And just like that, the multiverse is destroyed.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Well, shit. The heroes failed? The multiverse is dead. I'm confirming that now. The multiverse is truly destroyed. But this arc isn't over. What's gonna happen next? Wait and see.**

**superjoeyf721: He molted. Simple as that. Don't whine about it.**

**Guest (Chapter 76): Again, Spider-Man is NOT worthy to wield Mjolnir. There is no official evidence to prove otherwise. He CAN'T pull a Vision because he isn't worthy!**

**Next time: Advent of Omnipotence! The Heart of Eternity!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	78. Vol 3 Issue 28: Universal Rebirth Pt 2

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! With all of my friends and allies from across dimensions, we launched one final assault at Goblin after he absorbed the Universal Seed. We thought we finally beaten him, but we were too late. The Seed was complete. And with the Seed awakened, the remaining universes were destroyed. Everything's gone, but what happened to us? Did that light send us somewhere?**

**BGM End**

* * *

_Vol 3 Issue 28: Universal Rebirth (Part 2) – Heart of Eternity_

**Heart of Eternity**

**BGM-Marvel Ultimate Alliance 3 OST-Infinite Madness**

The multiverse is dead. What is left in the wake of its destruction is a dimensional rift. A void in spacetime with deep purple and hellish red hues with particles lighting the dimension. In this nexus realm houses shards of destroyed dimensions like planets that have been mostly shattered and can visibly see their core from afar. In this endless void, there is a large star forming alongside several nebula and a large asteroid field. There also appears to be two galaxies forming from across each other horizontally that resemble eyes and a massive black hole that resembles a mouth.

On a massive planetoid in this timespace rift, a bright light emits and teleports in the Ultimate Alliance to this strange dimensional rift, where they quickly appear lost, confused, and in awe. "Where did Goblin send us to?" Captain Marvel wondered.

"It looks like we've all been caught in this timespace rift caused by the collision of our universes." Eggman explained from his Eggwalker mech.

"_**Heroes of the OLD multiverse…" **_The murderous Goblin King gains the heroes' stern attention while hovering in the sky in front of them, _**"Welcome to mine."**_

"**What did you do, Osborn?" **Spider-Man asked his nemesis.

"_**I have brought you all to the beginning and the end. A dimension that used to exist between universes. A nexus realm that linked to all realities. This…is the Heart of Eternity." **_Goblin explained that they are standing in the nexus of all realities.

"If this is where our universes began, then this is where we'll END yours!" Captain Marvel declared, clenching her fist.

Goblin mockingly laughs at her, _**"You so-called 'heroes' have failed your worlds for the last time. There is no hope for you anymore." **_He reveals the completed Universal Seed in his hand. _**"I am in the process of giving birth to the new universe. But since you children still insist on fighting me, I will christen my new world with your ashes. Now it is the time to complete my destiny and transcend my mortal flesh…" **_He clenches onto the Seed and raises it into the sky while it emits an ominous rainbow light.

**BGM End**

Every member of the Ultimate Alliance takes a fierce battle stance while witnessing Green Goblin absorbing the complete Universal Seed. The light quickly disappears while simultaneously revealing Goblin in his ultimate god form from the bottom to the top. He now wears a black, gold-trimmed suit of armor with the addition of a matching colored mandarin style collar covering his hulkish-green body, two matching spiked shoulder plates, and a long black tattered cape. His head has melted and is nothing more than a horned skull perpetually burning with green flames, similar to demons like Ghost Rider. In addition to his cosmically dark purple aura, the complete Universal Seed is embedded in the center of his chest.

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Fate of the World**

"_**To become a god himself!" **_declared the newly-transformed God-King Goblin, the same megalomaniacal madman that's now empowered with ultimate cosmic power. _**"I am your king now! Your new god! You'll regret you ever stood against me, in hell!" **_He threatened the last resistance of heroes and intends to kill them before creating his new universe.

"**We'll take you down this time! It all ends here!" **Spider-Man declared, standing alongside his many allies from across time and space for one final confrontation against the cosmic madman.

God-King Goblin lands from the sky and confronts his enemies with an intimidating demeanor. With his new god powers, he summons a flaming purple blade from thin air to wield in his right hand and smirks before exploding with cosmic energy to visibly gloat about his power.

"All teams – engage! Go! Go! Go!" Captain America takes command and leads his army of heroes against Goblin.

The dark king leaps forward at frightening speeds and nearly slams his sword on Captain America, who rolled out of the way and hurls his shield at him, but Goblin caught it effortlessly and uses it to deflect Thor's hammer throw before throwing it at Wolverine and some other heroes. _**"Why try to fight me? I, who is god!" **_Goblin flies away from Nova's beams and shoots traveling eye lasers that rakes the ground with large explosions, knocking down several heroes.

"You got all dressed up for me? Then I'll be honored to kick your flaming armored butt!" Hawkeye fires an extremely fast moving arrow at Goblin, who easily stops it in midair with a glare.

Spider-Man and Spider-Gwen pull Goblin down from the air with their webbing, allowing Zero to get an ineffective slash with his saber. "All I know is this: One of us is going down!" The android swordsman remarks while clashing blades against Goblin.

"It'd be wise that you surrender! Your Cabal won't be here to save you this time!" Winter assists Zero while furiously clashing Goblin's overwhelming power.

"_**There was always gonna be ONE ruler! Only I have the power and the vision to reign supreme!" **_Goblin knocks away the swordsmen with one powerful slash.

"I'll be honest, bro, I was a lot more intimidated when you had an endless army of time-clones backing you up!" Yang quips while relentlessly shooting at Osborn from a distance.

"Such a pathetic sword doesn't stand a chance against the Godslayer." Gamora shoots her pistols before striking at Goblin with a fierce spinning slash with her sword, only to be easily deflected away by his own blade.

Suddenly, Iron Man caused a massive explosion around Goblin by shooting missiles from his armor, **"If you have ISO-8, USE THEM! HIT HIM EVERY WHICH WAY, TEAM! EVERY DIRECTION. EVERYTHING YOU GOT! DON'T LET UP!" **

The heroes listened to Iron Man's advice and unleash everything they have on Goblin, although he remained relatively uninjured and just simply used his power to absorb and blast all the flames back at the armored avenger and several other heroes. _**"You will stand in the way of my plans no longer! The new universe will be shaped in MY image!" **_He taunted everyone.

"I've seen a lot of evil plans before, but I've never seen any of them succeed." Dante quips whilst unleashing quick fired rounds from his guns.

"The people of our worlds have placed their faiths on us to defeat you, and that's what we'll do!" Blake relentlessly shoots at Goblin while standing next to Dante.

"You're the root of all our problems! After we defeat you, we will forge a brighter future for our worlds!" Silver hurls large chunks of debris with his psychokinesis, which staggers Goblin for a split-second.

Crystal attempts to weaken Goblin with a large watery cyclone, but he countered it with a moving wall of flames. Spider-Girl swung into the fight and uses webbing to blind him, before Ruby slashes him with the Heven Scythe while Doctor Strange conjures a mystical sword to engage Goblin in close combat. However, Goblin had swiftly composed himself and overwhelmed them, managing to land a heavy blow against Ruby and blocking Strange's attack and then angrily kicking him away.

"_**You shall feel my wrath…Kneel before your god!" **_Goblin summons multiple dark energy pillars which chases and strikes away several opponents.

"I've met a lot of gods, Goblin King. You're not even in my top ten." Captain Marvel mocked, provoking the roaring Osborn to fire a large energy beam from his mouth. She uses her powers to absorb the beam to increase her power significantly, transforming into her Binary Form and launching a flurry of cosmically-enhanced punches at him. Goblin deflects her assault with a swing of his arm before receiving a surprise punch from Yang, who's powered up with her Semblance. Both powered-up blondes attempt to launch a powerful punch, but Goblin easily catches them with his hands and summons shadow hands by his sides to assault them with a barrage of punches before blasting them across the asteroid.

"HULK SMASH STUPID FIERY GOBLIN KING!" Hulk roars ferociously before lunging towards Goblin.

"_**How very eloquent." **_Goblin smirks, creating an invisible barrier that blocks Hulk's earth-shattering punch, which generated powerful shockwaves that spread throughout the dimensional rift. With a wave of his hand, Goblin knocks away the green goliath and have him crash onto another asteroid. He shrugs off the attacks from other heroes as he flies into the air and envelops his hand with cosmic energy. He thrusts it into the sky to emit a bright light, which quickly disappeared to reveal that he had recreated a darker version of Iron Patriot and created mindless dark clones of certain heroes like Thor, Captain Marvel, and Wolverine. _**"To me, my DARK Avengers!" **_Goblin descends, hovering behind his newly-created Dark Avengers and laughs maniacally while commanding them to attack the heroes.

"You've got the face, bub, but not the moves!" Wolverine mocks, fiercely clashing his claws against Dark Wolverine.

"You MUST be insane if you think pale imitations could scare us!" Knuckles mocked, colliding his fist with Dark Thor's hammer.

"_**My mind has touched the edges of the cosmos. My will is now infinite!" **_Goblin boasted, teleporting around the arena and attack his enemies with a flurry of punches and slashes.

"Even a mind as powerful as my own can't process this level of cosmic energy without eventually shattering." Phoenix lifts up large chunks of the surrounding terrain, then hurls them at Osborn with crushing force, but he managed to break himself free with an explosive burst of energy.

"_**The power of a universe courses through every cell in my body. You are nothing compared to my glory!" **_Goblin traps Phoenix in a dark void briefly before violently launching him out.

"My family's cells have been coursing with cosmic energy for years now, Norman. You're just finally catching up." Mister Fantastic bounds around the battlefield as a giant elastic sphere, knocking up Osborn with a bounce to disorient him for a moment.

"I have been gifted with the power to control flames since birth. And I can see that your own flames are cursed to consume you." Blaze mocked, hovering and moving around to assault Osborn with fiery homing projectiles while Human Torch hovers in one place to unleash a continuous blast of scorching fire.

"How did my first year at Beacon ended up being so insanely terrifying?" Jaune remarks while barely blocking a punch from Dark Captain Marvel.

"**Nothing to worry about, Jaune. We're just fighting a baddie that can control the universe." **Spidey stomps down on Dark Captain Marvel and webs her while she was distracted.

"That's not very reassuring, Spidey." Tails smacks the clone with his namesakes before Jaune defeats her with a powerful slash.

"Tsk. Tsk. Such a shame to destroy such nice work. Oh, well." Tron Bonne mocks after using her mech to slam Dark Iron Patriot face-first into the ground, defeating him.

"Hey, trying to take a picture here! Stop trying to slash me!" Frank West narrowly avoids getting sliced into pieces by Dark Wolverine.

"How 'bout you focus on staying alive than taking pictures!" Weiss freezes Dark Wolverine, allowing West to knock him out with a swing of his baseball bat.

"_**You still dare to fight me when you should obey? It's your funeral!" **_Goblin laughs while summoning a barrage of Devil Bombs from the sky that explode upon reaching the ground, which knocks away several heroes that tried to attack him.

"Never been one to play by the rules! Why should I start now?" Sonic quips, defeating Dark Thor alongside Hulk, Chun-Li, and Qrow.

"I'll show my gratitude for imprisoning me, Goblin King." Salem mocks while unleashing a fierce mystical barrage at the invulnerable Goblin.

"Get in line, sister. First, I want to thank him for turning me into a goblin." Winter Solider coolly fire consecutive bursts from his assault rifle in a vain attempt to take down the tyrant.

"_**Contemptuous fools! Challenging my unbridled power? I will erase you!" **_Goblin manipulates space to pull in the likes of Salem and Winter Solider and explosively knocking them away with the swings of his blade.

"You're the fool, Goblin. You can't control your own power." Shadow strikes at Goblin's neck with a teleporting Homing Attack.

"Bid farewell to that power! I will take it for my own!" Sigma teleports behind the tyrant and ruthlessly slashes his back, slightly knocking him away.

"Stay!" Marrow Amin shouts, attempting to use his Semblance to freeze Goblin's movements. Unfortunately, Goblin's godlike power is too great for him to be effected as he casually turns his head to glare at the startled Ace-Op, "That didn't work?!"

"_**Were you trying to do this? Stay, doggie!" **_Goblin thrust his hand forward, freezing Marrow in time before viciously striking him down with a slam of his sword.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Solaris Phase 1**

Goblin flies into the air and traps several heroes in energy boxes, which makes them easier to knock around with potent energy beams. "Goblin King! You shall pay for the evil you have wrought upon our worlds!" Thor declares as he prepares to unleash his godly fury, summoning the full power his lightning and the unfathomable might of Mjolnir while hovering high in the air. He unleashes an unfathomable amount of energy at Goblin that resulted in a big burst of light that nearly blinded everyone, but surprisingly, Goblin tank the hit, laughing while absorbing his lightning blast.

"_**Good, evil…I have transcended such…limited concepts." **_Goblin redirects the energy against Thor with devastating force, blasting the thunder god all the way onto a shattered planet. _**"Time for an explosive finale!" **_Goblin envelops his palm with energy and directs it at the heroes standing on the battlefield.

"**What?!" **Spidey remarks, as the heroes find themselves standing on a pool of dark energy.

"Let's get away from here!" Captain Marvel ordered.

Goblin doesn't give them that chance as he batters everyone by summoning a multitude of magma fists from the ground with a simple hand movement. He laughs maniacally while a bright light emits from his body, commanding the magma fists to merge into an enormous fiery meteor in the sky. It slowly plummets down onto the heroes as they struggle to move and get out of range. The psychics in the group try to slow down its descent, but their powers have little effect as it continues to plummet towards them. In a last ditch effort, Phoenix protects everyone in a flaming orb just as the meteor collide with it. The collision of two powerful forces caused a massive explosion and decimated the planetoid beneath Goblin.

"_**Imbeciles! I am invincible! I AM OMNIPOTENT!" **_Goblin laughs hysterically while unleashing a powerful wave of energy that severely damages the surrounding area and the helpless heroes below.

**BGM End**

Once more, the heroes struggle to get to their feet after they were severely injured by the flaming meteor. "Damn! He's a lot stronger than we thought." Chris Redfield scowled.

"He's been toying with us from the beginning. As it stands, he can wipe out an entire universe with a snap of his fingers." Doctor Strange proclaimed.

"I won't let him make a fool out of me!" Shadow scowls, removing the Inhibitor Rings around his wrists. By doing so, he taps into his full strength and gains unlimited chaos energy, surrounding himself in a flaming red and yellow energy aura. Having turned himself into a dynamo of raw, uncontrollable power, the newly-transformed Chaos Shadow rockets at unfathomable speeds to combat God-King Goblin.

"We're not going down without a fight!" Captain Marvel transforms into her Binary Form while Dante taps into his Devil Trigger. Thor returns and joins the transformed heroes while rushing towards Goblin, assisting Chaos Shadow while throwing a barrage of attacks that are unable to land any decent blows.

Spider-Man struggles to stand on his feet and pants exhaustedly. **"Should've packed a lot of web fluid for this one." **He weakly quipped.

"Yang! Are you alright?" Blake shouts, which got Peter's attention.

While most of the heroes are fighting Goblin, the group of Spidey, Sonic, Ruby, Weiss and Blaze go check on Blake and Yang for a moment. To their horror, they saw Yang without a right arm, with yellow embers flowing from the stump of her limb.

"Your arm!" Sonic remarks in shock.

"Looks like it got blown off from the explosion. My bad." Yang weakly chuckles from her little joke while her partner tends to her wounds.

Nearby, Raven noticed her daughter lost her arm and was visibly shocked. Her expression quickly turned to rage towards Goblin before rushing forward to assist the heroes in their fight. **"How could I've let this happen?" **Spidey grunts, angrily clenching his fist while blaming himself for Yang's dismemberment.

"It's not your fault, Pete." Yang assures him, but he still feels guilty.

"**First Gwen, then MJ, and now you? This is the LAST time I'll allow my loved ones get hurt by Osborn! There's gotta be SOMETHING we can do to defeat him once and for all!" **Spider-Man furiously pondered.

"Then I believe it's time for our trump card." Suddenly, Mister Fantastic approaches the young heroes alongside Invisible Woman.

"**Reed?" **Spidey questions their trump card.

With a simple thought, Reed summons the seven Cosmic Emeralds from thin air as they surround him. "Was hoping to save these to repair reality, but drastic times calls for drastic measures. It's time for you to harness the power of the Cosmic Emeralds, Spider-Man!" He told him.

"**If they're ready, sure." **Spidey nodded while being handed the Cosmic Emeralds.

"They are ready. Use their power along with the Chaos and Sol Emeralds and I'm confident you will prevail." Richards proclaimed.

"I was thinking the same thing, Reed." Sonic smiled.

"We'll buy you some time. Good luck. We're counting on you!" Invisible Woman wished them, joining her husband to distract Goblin.

**BGM-Sonic the Hedgehog (2006) OST-Wishing Upon the Chaos Emeralds**

Spider-Man has the Cosmic Emeralds surround him, while Sonic summons the Chaos Emeralds to surround his own body and Blaze does the same with the Sol Emeralds. **"This is it. You two ready?" **Spidey asks the mobians, who both nod with serious expressions on their faces.

"I'm going with you too!" Ruby joins them, wanting to help them defeat Goblin with the Emeralds.

"**What? Ruby…" **A shocked Spidey remarks as he's unsure if she's ready for something this crazy.

"Goblin hurt my sister and threatened my world from the beginning. The Heven Scythe is one of the few weapons we have that hurts him. Please, let me join!" Ruby nearly begs her outworldly friends to allow her to join them.

Spidey shares a look at Sonic and Blaze, who give him a smile and a nod respectively as their answer to Ruby's request. He turns back to Ruby, **"Well, you are the leader of Team RWBYP, and our student at Avengers Academy. We can start your graduation ceremony early." **He allows Ruby to join them, much to her happiness.

"Awesome! So, uh, how does this work?" Ruby asked.

"I'll give you a crash course in Chaos Emeralds! They're gems of limitless energy. They can turn your hopes into power. And right now, we've got to want to have the power to finally put a stop to Goblin." Sonic explains, instructing her to use the Chaos Emeralds.

"You ready to use the Cosmic Emeralds, Spider-Man?" Blaze asked him.

"**As ready as I'll ever be." **Spidey quipped.

While Goblin continues to decimate the unified heroes, Spider-Man's group are about to use the Emeralds. Spidey plans on using the Cosmic Emeralds, while Blaze uses the Sol Emeralds, and Sonic and Ruby use the Chaos Emeralds. The four teens stand in a circle side-to-side, with one of their hands raised into the air. The Chaos, Sol, and Cosmic Emeralds come together above and form a string that head down towards the teens, and encircles them. "To save everyone…To save every-_where_…" Ruby mutters to herself before being consumed in a bright white light.

Goblin swats his enemies away with a powerful shockwave before noticing the bright light from down at the planetoid. _**"Huh?" **_He remarks with a curious expression.

When the light dies down, the four heroes stand before everyone with their transformed appearances. Sonic transformed into Super Sonic using the Chaos Emeralds, with his blue fur turned into a brilliant gold color and has gained red eyes and upward quills. Blaze transformed into Burning Blaze using the Sol Emeralds, with the lavender parts of her fur has turned pink and the purple parts of her fur has turned red, as well as gaining a new red tailcoat. For the first time ever, Ruby has used the Chaos Emeralds to transform into Super Ruby, with the red portions of her original costume been replaced with gold. Her Heven Scythe has also transformed and became crystal blue and has a shape that greatly resembles Crescent Rose.

Lastly, Spider-Man is the first person in any universe to transform with the power of the Cosmic Emeralds and gain a power that rival gods. His Iron Spider Mark II has gotten a complete color change, with the red portion of his armor been replaced with a silvery white color, and the blue been replaced with black. The gold highlights are now colored silver and his lenses continuously glow blue. Yet, he retains his black spider-emblem and the blue R.T. Nodes that are embedded across his armor. This is his god form. A cosmic power that goes by the name Ultimate Armor Spider-Man.

Heroes and villains alike are struck with amazement of the transformed heroes. "Whooooooa…" Team WBY remarks in awe after witnessing their friends' transformation.

"This feels so weird…And yet so totally COOL!" Super Ruby smiled with glee while amazed by her own transformation.

"**So this is the power of the Cosmic Emeralds…The powers of a god coursing through me…" **Cosmic Spider-Man stares at his hands, clenching them a few times before coming to terms with his insane transformation. He smirks before glaring at God-King Goblin hovering before them, **"You're in trouble now, Goblin!"**

Osborn smirks, _**"Interesting. What form of power is this?"**_

"This is the ultimate power, fueled by everyone's wishes!" Super Sonic claimed.

In response, Goblin mockingly laughs at the transformed heroes, _**"Do you think you can defeat The Ultimate with that?" **_He continues laughing at them.

"We KNOW we can defeat you!" Burning Blaze retorts with a smirk.

Burning Blaze explodes and covers herself in a flaming red aura, as Super Sonic and Super Rudy does the same and envelop themselves in a smooth golden aura. Cosmic Spider-Man burst with energy and shrouds himself in a vibrant, colorful white aura. **"Let's have some fun, Gobby!" **Spidey quipped, as the team of super transformed heroes then flies up to begin their final clash against God-King Goblin in a climactic battle for the multiverse.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: The time has finally come. The final battle to **_**Battle for Remnant RX **_**will see our super-powered heroes, Spider-Man, Sonic, Ruby, and Blaze face off against the evil Green Goblin in his final, most lethal form! Will the multiverse be reborn in the heroes' image, or Goblin's? You don't want to miss the epic showdown to this biggest crossover event. You should note that the "Heart of Eternity" location is based off the "Nexus of All Realties" from Marvel Comics.**

**superjoeyf721: Can't thank you if you're WRONG. If you actually **_**read **_**that comic, you would know that Spider-Man was given a FAKE hammer by the Enchantress, which was easily destroyed by Thor and his REAL hammer. Look into your sources next time before embarrassing yourself.**

**New Character Description:**

**God-King Goblin**

Description: True evil incarnate. By absorbing the Universal Seed in its true form, Goblin has completed his goal of achieving ultimate evolution and become nigh-omnipotent. With his godlike power, he can reshape reality itself and has complete control of the cosmic elements. Now he's on the verge of creating his own universe, but only after he has wiped out the remaining heroes once and for all.

**Ultimate Armor Spider-Man**

Aliases: Ultimate Spider-Man, Cosmic Spider-Man, Cosmic Armor Spider-Man

Description: The cosmic web warrior. Using the power of the Cosmic Emeralds, Spider-Man achieves a transformation with near-limitless godlike powers. Like Super Forms, his innate abilities are vastly increased and gained the ability to fly and invulnerability. What's new is that he can manipulate matter and molecules, and that's just the tip of the iceberg. In his cosmic form, Spider-Man can rival even the toughest of cosmic foes in his universe.

**Super Ruby**

Description: The super-powered huntress. With the power of the Chaos Emeralds, Ruby has been given the powers of a regular Super Form. All of her innate powers have increased exponentially and can keep up with Super Sonic at light speed. It's possible that she has an easier time adapting to her Super Form thanks to the divine light imbued in her silver eyes.

**Next Time: Big Bang Finale! The battle between gods!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	79. Vol 3 Issue 29: Universal Rebirth Pt 3

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! Goblin absorbed the completed Universal Seed and gained the powers of a god. Now in his final form, he's ready to destroy our alliance and rebuild the universe in his image! We're not gonna let that happen! Together with Sonic, Ruby, and Blaze, we used the Chaos, Sol, and Cosmic Emeralds to achieve our own transformations! We're the only force left standing against Goblin! Get ready, Osborn! It all ends HERE!**

**BGM End**

* * *

_Vol 3 Issue 29: Universal Rebirth (Part 3) – Battle of Gods_

**Heart of Eternity**

**BGM-Sonic Adventure OST-Open Your Heart**

With the Ultimate Alliance spent, there seems to be no one who could stand against God-King Goblin and his absolute power. No one, except for a super-powered team that have harnessed the power of their respective Emeralds. Sonic and Ruby are in their golden Super Forms while Blaze is in her flaming Burning Form. This team is being led by the Amazing Spider-Man, empowered by the Cosmic Emeralds and achieved a cosmic white Iron Spider Armor with the ultimate powers of a god.

God-King Goblin laughs at his enemies before gloating, _**"What do the four of you think you can do to win against ME? I command the power of an entire UNIVERSE! I have become that of a GOD!"**_

"**Then it's gonna hurt even worse when we knock you off your high horse!" **Cosmic Spider-Man quipped.

"Your evil ends right here, RIGHT NOW!" Super Ruby declared.

Super Sonic attempts to hit Goblin with a Spin Dash while Burning Blaze shoots, but Goblin proceeded to deflect both with his hands while simultaneously creating a barrier to protect himself from Cosmic Spidey's punches and Super Ruby's slashes. Down on several planetoids, the defeated Ultimate Alliance watch in awe at the explosive battle between gods unfold while silently praying for their friends' victory.

"I hate this. We shouldn't be sitting on the sidelines!" Zero angrily lamented.

"We've got Spider-Man and the others this far. That's something." Captain America responded.

Meanwhile, Cosmic Spider-Man dual-wields energy stingers popped from his wrists to clash evenly against Goblin's flaming blade. The clash of their attacks are so powerful they not only generate flashes of lightning and shockwaves but actual explosions, destroying anything around them. _**"I must thank you, Spider-Man. If you have never pushed me to my limits, I would've never gotten the power to FINALLY destroy you!" **_Goblin taunted.

"**You did, and FAILED! Degraded yourself into a monster! Did you want to beat me that badly by sacrificing everything?!" **Spidey fiercely lock blades with Goblin.

"_**That's all in the past. You are no different from dust to me now!"**_Goblin furiously struggles to overpower his nemesis as their combined power unleash a blinding explosion.

"I'll lend Spidey a hand! You two power up to the absolute max and lend us support!" Super Sonic instructed Blaze and Ruby.

The super-powered hedgehog flies at super speed towards Goblin, hitting him with a surprise Spin Attack to the back. Ruby transforms the Heven Scythe into rifle charging up with immense energy while Blaze charges a massive fire sphere in her hands. Together, the girls unleash a hailstorm of energy bullets at Goblin. The godly tyrant endured several bullets before deflecting enough to give himself some room. With a mighty roar, he powers up and charges down towards Spider-Man, grabbing him by the face and slamming him through a shattered planet to eat dirt. Suddenly, Super Sonic interrupts him with a quick kick to the chest and pummels him with a barrage of attacks, blasting him upwards with a kick before flying towards him while Spidey teleports away.

Super Sonic quickly catches up to the flunged Goblin and delivers to him a double axe handle, knocking him down towards Spider-Man who blasts back upwards with a large energy beam. Sonic teleports and punches the flunged Goblin back towards Spider-Man, who follows up with a fierce kick that sends him flying towards Sonic. Before the hedgehog knock down Goblin, the villain surprisingly counterattacked with a brutal kick to his chest. He then clashes against the hedgehog at shocking speeds, blocking and trading blows before managing to grab Sonic by the throat.

Goblin laughs before plummeting down at a shattered planet with Sonic in his unescapable grasp. **"Sonic!" **Spidey flies down to save him, but he was too slow as Goblin violently slams the hedgehog onto the shattered planet, obliterating it with a massive explosion that nearly blew away the heroic spectators.

"SONIC!" Blake shouted in concern.

"Don't worry! He's in his Super Form! He's practically invulnerable!" Tails assured his friends.

"Invulnerable enough to survive the destruction of a planet…" Cinder remarks in shock of the hedgehog's power.

Salem scoffs while internally amazed by the power being displayed in this final battle, "Truly, they have gained power that rivals the gods."

As Tails expected, Super Sonic survived the destruction of that planet relatively unscathed and flies towards Goblin as he prepares multiple dark energy pillars. _**"Spider-Man could never TRULY stop me! What makes you think YOU can?" **_He taunted.

"For starters?" Sonic smacks the villain away with an extremely fast boost attack. "I'm FASTER!"

"_**Speed is NOTHING without power behind it, boy!" **_Goblin blasts the hedgehog away with a powerful eye blast. _**"I've fought the strongest heroes your universes could provide!" **_He boasted.

"Yeah, but not EMERALD-strong, am I right?" A slightly singed Super Sonic cockily points at something above him. Goblin looks up, only to be struck speechless and utterly shocked after noticing Super Ruby charging up an energy sphere the size of the sun with her gun from one side, and Burning Blaze charging a massive fireball that resembles the sun from his other side.

Before Goblin could grasp the thought of escaping their range, Cosmic Spider-Man appears out of nowhere and ensnares the tyrant in a series of indestructible webbing. **"Adamantium webbing. Got love cosmic powers. Don't you?" **He playfully taunted his nemesis.

Both Ruby and Blaze unleash their respective gigantic blasts at the ensnared Goblin, while Super Sonic playfully encircles him and mockingly quotes, "'Speed is nothing…' Pffft!"

Spidey and Sonic fly away just as the girls' gigantic blasts collide with the defenseless Osborn, resulting in an enormous explosion that frighteningly shook the entire dimension and nearly blew away their friends off their platforms with incredible cosmic force. "Your sister is NUTS!" Weiss shouts at Yang, who casually smiles in response.

"**Trying to recreate the big bang, Rubes?" **Spidey joked.

"…Did I go too far? I-I just thought, since he's so powerful, I needed to…!" A worried Ruby responded

"Hahahahaha! Listen to this kid!" Super Sonic playfully pokes at her adorable face.

"Oh, come on! I'm concentrating on saving the world!" Ruby retorts, displeased with the teasing.

"I know, I know. You're a class act, kid." Sonic quipped.

Suddenly, the massive smoke that was left behind from that last attack dispersed with Goblin's explosive aura while unleashing explosive dragon-based homing projectiles made of fire at the heroes while shouting, _**"YOU'VE NOT WON YET, CHILDREN!"**_

"We got this! Get HIM!" Burning Blaze orders the speedsters, while she and Spidey do their best to deflect the fire dragons with energy shots.

"Let's go! Double Light Speed Attack!" Super Sonic envelops himself in light blue aura while Super Ruby envelops herself in a red aura. The speedsters relentlessly assault Goblin with powerful light speed attacks from every direction. Ruby slashes at him with the enhanced Heven Scythe, but he deflects them before blocking Sonic's flurry of kicks. He smacks the speedsters away before immediately getting assaulted by an enormous rain of energy bullets coming from Blaze and Spider-Man from above, resulting in a massive explosion.

As the smoke clears, Goblin appears to have withstood their blasts and unleashes more of his power along with a terrifying roar that shakes the dimension, destroying nearby planetoids in the process while enveloped in a frighteningly large dark aura.

"Man, he's a tough one." Blaze scowled.

"Is Goblin really immortal?" Ruby remarks, worried about their chances at victory.

"**Just a little more! Let's show him what we're made of!" **Spider-Man declares, confident that they have the strength to defeat him.

"_**Show me, then! Show me what you're made of against this brand new me! Take a look at me! I'm no longer afraid of anything!" **_Goblin unleashes a volley of meteors at the heroes. _**"Look down at all of my accomplishments as you like…Now that I'm proud to be this 'monster' that I've become, and will rule the worlds as their undisputed overlord!" **_He proclaimed.

Spider-Man and Blaze destroy the meteors with energy blasts, allowing Ruby to get up close and cut Goblin's dark aura to pieces with slashes of the Heven Scythe, much to his shock. "You afraid now?" She mockingly smirks before flying away.

"**Here it comes!" **Cosmic Spider-Man charges a massive energy beam with his two hands, while Super Sonic prepares to do the same next to the web warrior.

"SUPER WEB WIND BLAST!" Super Sonic shouted, combining his blast with Spidey's to unleash a powerful energy beam, which was quickly blocked by Goblin.

After Goblin puts down his guard, he was instantly struck in the chest by Spidey's kick. Goblin dodges the webhead's punches and even a scythe slash from Ruby. Goblin flies upwards and fires a volley of blasts at them, but Spider-Man flies over them to clash with Goblin evenly. Using his cosmic powers, Spider-Man creates a shadow clone of himself, which is reflected to the real deal as they both deliver a series of strong physical attacks and begins to put pressure on Goblin, knocking him down in the process with a powerful double axe handle.

"_**Why you…" **_Goblin scowls angrily.

"**I wish you'd take this seriously." **Spidey mocked from above to goad Osborn.

Enraged, Goblin comes charging back for him, landing a devastating punch on Spider-Man's face and firing a point-blank energy blast with a smirk, blasting away the cosmic spider. But the webhead quickly reorients himself in midair and appears complete unscathed thanks to his invulnerability. **"What's wrong? That won't work at your level." **Spidey mocked.

Frustrated, Goblin tries to attack him once more but Spider-Man impales him straight through the chest with an aura stinger and kicks him away. Suddenly, Spider-Man vanishes from sight, leaving Goblin confused and worried until it was too late. _**"Where did you go, SPIDER-MAN?" **_He shouted.

"**I'm right here, Goblin!" **A stern-glaring Spider-Man reappears above him after charging up a massive amount of energy in one hand. He unleashes it as a gigantic white energy wave with beautiful rainbow spirals that blasts Goblin onto a massive planetoid the size of a planet, resulting in a massive, spherical and stunning explosion that obliterates the planetoid, lights up the dimension and knocks down his nemesis again.

**BGM End**

Unsurprisingly, Goblin survived that planet-sized blast but was left severely weakened by it. _**"I-I'm being overpowered?! I, God-King, Goblin?! What kind of power IS this…?!" **_He questions with furious snarls as he refuses to believe that he is being overpowered despite his godlike strength.

**BGM-Sonic Unleashed OST-Super Sonic vs. Perfect Dark Gaia**

"The power to turn dreams into reality. It's our purest desires given form." Super Sonic answers while joining Spidey's side.

"It's our desire to save the ones we love! To save our worlds!" Super Ruby continues while joining her friends' side.

"To save ALL worlds!" Burning Blaze says while hovering next to her friends.

"**We're gonna defeat you, and keep the promises we made to those worlds!" **Cosmic Spider-Man declared, as each super-powered hero charge their energy to maximum power to unleash one last attack that'll defeat the weakened Goblin.

"_**Don't push your luck! You're nothing but a miserable FAILURRRRRRRRREEE!" **_The extremely enraged and desperate Goblin charges an enormous flaming sphere that resembles a yellow star above his head, which has enough power to obliterate an entire dimension.

"**This is it! Let's show him our combined POWER!" **Spider-Man declared. The cosmic web warrior cups his hands together while charging massive amounts of cosmic energy. Super Sonic and Burning Blaze does the same maneuver but with massive amounts of chaos and sol energy respectively. Meanwhile, Super Ruby thrust her gun forward and charges it with enormous amounts of chaos energy.

"DO IIIIIIIIITTT!" The Ultimate Alliance cheers on their friends to deliver the finishing blow.

"HAAAAAAAAAA!" Cosmic Spidey's team yelled with Spider-Man unleashing his blast first before the others, watching as they swirl around his gigantic beam before fully assimilating into the blast and turning it a brilliant white. At the same time, Goblin throws his massive sun sphere to collide with the heroes' attack.

**_"AHAHAHAHAHA! I'm Ultimate Incarnate! I am the very universe itself! NOW _DIE, MAGGOOOOOOOOTS!" **Goblin yelled with absolute fury, watching his blast slowly overpowering the heroes'.

But with one last ferocious scream, the team explodes with power while pumping in more energy into their beam, much to Goblin's surprise. And to add to his shock, he notices Spider-Man had teleported to his back. **"It's ALL OVER!" **The cosmic webslinger pummels his nemesis for a moment before unleashing a massive gut punch that destroys the Universal Seed on his body. **"Bye-bye!" **He quips, kicking Goblin down as his sun sphere is obliterated and he gets utterly consumed by the heroes' combined beam.

"_**I-Impossible! I am a god…I've become a god…!" **_Goblin said in utter disbelief of his loss, while his body dissipates into nothingness and is effectively defeated.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Solaris Destroyed**

With Goblin gone and defeated, the shattered Universal Seed gives off bursts of light while the heroes celebrate their victory. "The energy from the Universal Seed is now distorting the dimensional fabric to give birth to Goblin's universe, but with Chaos Control, we can rebuild the multiverse to its original state. Are you four ready?" Mister Fantastic asked Cosmic Spidey's team.

"How do I use Chaos Control?" Super Ruby scratches her confused head.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Solaris Phase 2**

Cosmic Spider-Man charges a large energy sphere in his hands that'll help them rebuild the multiverse, **"It's a more direct version of that dreams-into-reality thing. Just…concentrate your energy into this cosmic sphere on 'fix everything'!" **He instructed.

Sonic, Blaze, and Ruby focuses their hands over the energy sphere to build the energy. "There we go…" Super Sonic remarked.

"Focus…" Burning Blaze warns everyone.

"I…I can feel it! The energy, it has purpose…everything is going to be all right!" Super Ruby proclaimed.

"**Ready? Three, two, one…" **Cosmic Spider-Man counts down while their friends watch in anticipation.

"CHAOS CONTROL!" Team Amazing yelled, firing the super-charged Chaos Control at the dimensional distortion. The energy sphere explodes in the vortex with the power of a Big Bang, unleashing a bright light that envelops everything and everyone until there was nothing but a white void.

* * *

**Remnant, City of Vale**

The bright light disperses as the multiverse is reborn. The world of Remnant was among the first universes to be reconstructed thanks to Chaos Control, reviving all of its inhabitants back with no memory of their temporary demise but are aware of the heroes' victory over the Green Goblin. The Ultimate Alliance found themselves transported to Vale's Tower Center, as the whole world is being rain on by rainbow sparkles and the citizens cheering the unified heroes for their absolute victory.

"YOU DID IT!"

"THANK YOU!"

"THEY DID IT! The multiverse has been restored to normal!" Tails happily shouts as the heroes celebrate the rebirth of their multiverse.

"But where are they?" Weiss glances around for any signs of Spider-Man and the friends that helped him restore the multiverse.

Suddenly, the heroes spot a small distortion in spacetime that spits out Spider-Man, Sonic, Ruby, and Blaze in their normal forms. Tails and Knuckles help Sonic to his feet, with the blue blur sharing a fist bump with the echidna and ruffles the hair of his fox buddy. Team WBY help their team leader to her feet, while Chun-Li lifts Blaze to her own feet. Lastly, Human Torch gives Spider-Man a hand as he helps him to his feet.

"**Did we do it?"** Peter asked.

"Sure did, Webs." Johnny smiled.

"We really did it…?" Ruby remarks in shock.

"Heh-ha! WE WON!" Sonic exclaims, sharing a victorious thumbs-up with the friends that helped him rebuild the multiverse.

"They are heroes." Ozpin states while staring at the heroes who saved their realities.

"Now that we're adults, we could never have accomplished such a feat." Qrow jokes to the headmaster with a smile.

"No, it's never too late." Captain America states, getting the huntsmen's attention. "As long as we never give up, just like them. Isn't that right?" He smiles at the headmaster.

Ozpin smiles and nods in agreement, "Yeah, you're right."

**BGM End**

But unaware to the heroes, Norman Osborn was also reborn with the rest of the multiverse. He has returned to his human form, severely weakened from his battle against the heroes. He hides from them at a corner and tries to make his escape, but was suddenly punched to the ground by Nick Fury, who's joined by James Ironwood, Maria Hill and several SHIELD and Atlesian soliders.

**BGM-Marvel Ultimate Alliance 3 OST-Standing Together**

"Stay down, Osborn. It's over. For good!" Fury stomps his foot on Osborn's chest to prevent him from escaping. "You are under arrest for your crimes against all reality. Adam Taurus will be handed to Atlas authority, while the rest of the Cabal will be thrown into the Raft. You get a special deal, Osborn. You get to spend the rest of your life in Prison 42! Have fun wasting your immortality in the Negative Zone!"

"No. My Oz Formula. The Universal Seed. They failed. It's impossible. A fluke…a scientific anomaly. I should have won…" Osborn weakly whines about his utter defeat while he's restrained and taken into SHIELD custody.

"Congratulations, heroes. You've made our worlds proud." Ironwood approaches the unified heroes alongside Fury.

"**Ironwood, Fury, you two alright?" **Spidey asked them.

"We'll live. You did good." Fury smiled.

"**Yeah we did! Can you make sure you hold onto Gobs this time? That way you won't crash any more Helicarriers." **Spidey quips, receiving a glare from the unamused director. **"That was a joke." **He expressed.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Ultimate Alliance Returns (Main Title)**

Fury scoffs before glancing at the large assembly of heroes from across time and space that have come together to save their worlds from destruction, "Heroes! Our worlds owe you a debt of gratitude they could never repay. With the danger passed, our alliance has to be disbanded. But only for now. It's a new universe with new dangers. And I get the feeling those threats will interconnect us on a scale as grand as this one. We may have survived this battle, but a much bigger one will be on the horizon…and there's only one to survive it…"

"Together." Fury finished, standing in the middle of the unified heroes as everyone takes a single, dramatic pose together to show off that they are the multiverse's mightiest heroes.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: The Goblin War may be over and the multiverse is restored, but this isn't the final chapter. There's still one more chapter left, plus a possible epilogue, before we finally close off this remake, then I can start writing **_**Galaxy Quest**_**.**

**Guest 1 (Chapter 1): I only block people that have nothing better to do than being assholes to me and my followers.**

**Dragen slayer: It all started with RiseAgainstSP's **_**RWBYP **_**and MetalJrock's **_**Web of Chaos: United Heroes**_** among others. I enjoyed them, but was sad when some fanfics weren't complete. So I took it upon myself to write stories that WILL be complete and are enjoyed by everyone.**

**SilentLyfe: The Brother Gods were summoned back to Remnant and met Spider-Man when he died after Goblin unintentionally activated the Relics' true purpose. The Gods still died when the multiverse was destroyed but have been brought back to life thanks to the heroes.**

**Tristan Waits: I don't even know that other character you're talking about, so I don't know.**

**Next Time: Farewell, Spider-Man! Until we meet again!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	80. Vol 3 Finale: New Age of Heroes

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)**

**Spider-Man: Watch out! Here comes the Spider-Man! It's over. By working as a team, we finally defeat Green Goblin and recreated the multiverse back to normal. But now that the world is saved, it's time to say some goodbyes. It's certainly been quite an adventure, and I thank all of my friends that have helped me in this journey.**

**BGM End**

* * *

_Vol 3 Finale: New Age of Heroes_

**New York City, Daily Bugle**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Ending Theme 5**

"Have yourself a peek at these, J.J. Aren't they great?" Peter Parker shows his boss a photo of Spider-Man celebrating with the Ultimate Alliance while Osborn is being handed to SHIELD custody for his crimes against the multiverse.

"And what in the name of my grandma Moses is exactly so 'great' about them, Parker?" J. Jonah Jameson retorted. "These pictures imply that wall crawling menace is some kind of hero!" He loudly gets up from his chair to berate his photographer, who accidently drops the photograph. "I know in my gut he was in cahoots with Goblin the whole time, so get me pictures that tell the real story. Otherwise, I'll get me a photographer that will!" He threatened.

'_I just helped rebuild reality, and this is what I deserve? It seems Spidey can't catch a break with J.J., and neither can I. I swear, sometimes I don't know why I bother…' _Peter quips in his head.

**BGM End**

* * *

**Later on a random rooftop…**

**BGM-Spider-Man 3 (Game) OST-The City #5**

In his costume, Spider-Man crouches on the corner of a rooftop overlooking the beautiful city while narrating about his amazing adventure, "It's been three days since we restored reality, and it looked like our worlds were finally at peace. Osborn's in prison. Bad guys were beaten and thrown in jail. And for once, things look pretty good for our hero."

Suddenly, he was startled when he heard a chuckle from his girlfriend approaching him from behind, "Oh my god. Are you narrating?"

"Gah! Hey Yang…How long were you standing there?" An embarrassed Spidey stood up while being greeted by Yang, who now has a new golden cybernetic arm to replace her dismembered arm.

Yang chuckles, "I heard 'superheroes' like to do that, but I never thought that you-."

"Please!" Spidey gestures her to stop talking. "So Winter Huntress, I see you've gotten used to your new arm." He joked.

Yang glances at her cybernetic arm with a smile, "Gotta love Wakandan scientists. It's not a replacement for the real thing, but I'll make sure to make good use of it."

"That arm is made of vibranium. You _better _make good use of it." Spidey quipped.

"This is the last day we'll be hanging out like this before our goodbyes. Looking forward to the party at Avengers Tower tonight, right after the graduation ceremony at Avengers Academy. By the way, I heard Cap is reorganizing the Avengers. Why's that?" Yang asks her boyfriend.

"Yeah, some people are leaving. Some people are being added. It's a brand new universe after all. A new age. Best time to re-examine ourselves following the hardships we endured against Goblin and his Cabal. Not to mention there's still plenty of ISO-8 out there that can cause big trouble. So Cap decided to expand their ranks and build a new splinter team of Avengers led by Luke Cage that'll generally deal with more street-level problems while the main team deals with the usual planetary threats. And guess what? Cap _personally _invited me to join BOTH teams." Spider-Man told his girlfriend that he's been selected to join the Avengers and New Avengers.

"Congratulations! I remember a time you hated being on ONE team." Yang embraces him with a hug.

"Like I said, new world, new me. Learned I'm not alone anymore. Can't protect the streets on my own forever, especially if one of those adventures leads to another dimensional disaster." Spidey joked. We're gonna make a public announcement of the new line-up at the end of the ceremony, which should be starting soon." He responded.

"Then what are we waiting for? Are we gonna do this thing or not?" Yang stands on the corner of the rooftop alongside her boyfriend.

"If it gets you to forget you caught me narrating. Heh. Yeah, you bet." Spidey quips, holding onto her and launching a webline to swing high and free through the city while Yang hollers in excited joy.

**BGM End**

* * *

**Later at Avengers Academy…**

**BGM-Avengers: Age of Ultron OST-New Avengers (Expanded Score)**

Dozens of excited reporters have gathered outside Avengers Compound to participate in the graduation ceremony held for Avengers Academy students. It was an amazing event. Families and friends from Remnant were invited to Earth to watch these huntsmen students receive certificates and handshakes from the Avengers, as thanks for volunteering in their program during the Goblin War. But the biggest reason why the press is here it's because they are excited about the Avengers' membership changes and a new roster of Avengers.

Captain America stands behind a podium as he's about to give a speech that he wants everyone to listen to, "I want to thank the students of Avengers Academy for participating in our program during our darkest hour. Through their efforts, we were able to end Osborn's Dark Reign that plagued our worlds. During this conflict, we forged a bond that transcends dimensions with the sole purpose of protecting the innocent. To show our worlds that they need heroes, more than ever, no matter where they're from. When our worlds are at stake, we will trust each other to answer the call. Though divided by the borders of realities, we stand united in a new world. A New Age of Heroes has dawned. And with it, a new team of Avengers!"

The first avenger gestures his hand to his right of the stage to introduce the world the New Avengers. The media quickly goes wild as they watch Luke Cage, Jessica Jones, Captain Marvel, Iron Fist, Doctor Strange, The Thing, Mockingbird, Daredevil, Spider-Man, and Wolverine walk onto the stage and stand next to Captain America as a team.

"I am sincerely proud to introduce the New Avengers! We recognized the value in multiple teams being active, which led to the formation of this team. If one team of Avengers aren't available, you can always count on the other. And when the world is under siege, you can count on both teams to come together against that common threat." Captain America explained. "We've also made changes to the core team. In addition of Captain Marvel being a New Avenger, Wolverine and Spider-Man were added to the main roster. The Avengers are the ingredients that will inspire this country…the world. They will be the face of the new era!"

"**Ladies and gentlemen around the world…Your…AVENGERS!" **Iron Man lands dramatically into a superhero pose next to the leader of the Avengers as the rest of the main Avengers introduce themselves with their own dramatic poses that shows off their signature powers. From Hulk to Thor. Yellowjacket to Wasp. Hawkeye to Black Widow. Spider-Woman to Scarlet Witch. Black Panther to Vision. And lastly, Captain Marvel, Spider-Man and Wolverine standing between the main Avengers and the New Avengers.

The audience goes wild once again, louder than ever while clapping for the new and old Avengers as they let out one united shout, "AVENGERS ASSEMBLE!"

**BGM End**

* * *

**Later that night at Avengers Tower…**

**BGM-Sonic Mania OST-Prime Time**

A massive party is hosted at Avengers Tower, celebrating their victory over the Cabal and restoring reality. All the heroes that joined this interdimensional adventure were invited to spend some time with each other and simply have fun. Wolverine and Qrow share a toast while Blaze and Silver grab their own drinks from a bartender that looks like Stan Lee, "Here you go." Ruby, Jaune and Tails stand with Tron Bonne while admiring her Servbots dressed as waiters. Vison having a friendly conversation with Penny, X, and Zero. Dante playing a game of pool with Shadow and Luke Cage. Sonic enjoying a chili dog along with Mary Jane and Pyrrha, as well as Weiss who accidently chokes on her own chili dog. Nora desperately trying to defeat Hulk in arm wrestling, but doesn't possess the strength to make him slightly budge while Ren shakes his head in disappointment. At the same time, Yang and Knuckles were also arm wrestling until the echidna heard a robotic sound from her cybernetic arm, and suddenly Knuckles' is knocked back to a wall holding Yang's detached arm in her hand. Knuckles groans in pain while Yang laughing hysterically at his position.

Meanwhile, an unarmored War Machine is hanging out with Tony Stark, Winter Schnee, Chris Redfield, and Thor while enthusiastically telling them a story, "Well you know, the suit can take the weight, right? So I take the tank, fly it right up to the General's palace, drop it at his feet, I'm like, Boom! You looking for this?" Rhodey joked, and while getting a chuckle from Winter and Chris, Thor and Tony remain unimpressed. "Boom! Are you looking... Why do I even talk to you guys? Everywhere else that story kills."

"That's the whole story?" Thor remarked.

"Yeah, it's a War Machine story." Rhodey clarified.

"It's very good then. It's impressive." Thor chuckled.

"Quality saves." Rhodey mutters, rolling his eyes.

"So Winter, heard you're the new liaison between the Atlesian Military and SHIELD." Chris said to the specialist.

"That's correct, Commander. The remnants of the Cabal's forces still hide in the shadows between this world and Remnant. I've been assigned as Black Widow's partner to apprehend them before they could cause trouble." Winter replied formally.

"And if Ironwood and Fury continue boring you, we have an opening at Stark Industries. I could use another assistant." Stark joked.

"Forgive me, Mr. Stark, but that's _never _going to happen." Winter quips with a sly grin.

Nearby, Blake is seen conversing with Ilia Amitola, who is no longer wearing her usual White Fang garb and is in something more casual while they walk up a staircase. "I still don't feel like I deserve the freedom you and your family granted me." Ilia said to her fellow Faunus.

Blake smiles, "Well, you're going to have to get over it, Ilia. It's _literally _a brand new world. Saving the universe had a huge impact on how Faunus are seen across Remnant. Now it's up to you all to take the progress and keep running with it."

"Right. Hopefully our war against Goblin taught Sienna a few things while she's rebuilding the White Fang. If not, there's still that new movement your father's starting soon. And you're also a part of that 'mutant team' here on Earth?" Ilia responded.

"The X-Men. I accepted their membership as a member and a liaison between Mutants and Faunus." Blake revealed that she has joined the X-Men.

Ilia chuckles while smiling, "Your world is getting crazy."

"Be it ever so humble." A smiling Blake quips while they overlook the main party floor from an upper level.

Meanwhile, the Web Warriors have a conversation on one of the upper floors while clinging onto the wall or hanging from the ceiling. "Seriously? You're Gwen Stacy from another universe?!" Amazing Spider-Man responded in shock after learning about Spider-Gwen's true identity.

"Yup. It's nice to see you again, Peter. I lost you in my world when you became the Lizard." Spider-Gwen replied.

"I lost _you_ in this world thanks to Goblin. In a way, you avenged yourself. It _is _really nice to see you again, Gwen." Peter said sincerely.

"And _you're _a Peter Parker from a world set in the 1930s?" Earth Prime Spider-Woman questioned Spider-Man Noir.

"Yup. Not used to all this…color." Noir quips dryly.

"And you're a Spider-Man from the _future_?" Jessica turns to Spidey 2099.

"The year 2099. Miguel O'Hara. It's an honor meeting the legendary Spider-Man and Spider-Woman from the heroic age." Miguel introduces himself.

"Me? A legend? Ehhh, no. I just try to do my best." Peter quipped.

"You definitely sound like my dad." Spider-Girl quipped.

"Who is your dad? What's your name, anyways?" Peter questioned her.

"May Parker. And my dad? He's, uh, you." Spider-Girl nervously revealed that she's the daughter of Peter Parker from an alternate future timeline.

"What?!" Peter nearly shouted in surprise.

"Do I want to guess who's your mother?" Spider-Woman asked.

"She's hanging out with Sonic." Spider-Girl casually points down to Mary Jane at the main party floor.

Overwhelmed with the news that he's married to Mary Jane in another dimension and has a daughter, Spider-Man faints as he collapses onto the ground just as Captain America approaches him from behind. "Do I want to know why he fainted?" Cap asked the Spiders.

"Alternate future timeline spoilers." Spider-Woman quipped.

"Wake up, son. We need to talk." Cap kneels down and gently rubs the teenager awake.

"Huh? About what? Is it about my first Avengers mission?" Peter asked.

"It's related to the Avengers. Come. We're bringing Sonic, Tails, and Team RWBY with us to the briefing room." Cap said cryptically while walking away.

"Why do we need those guys?" Peter wondered before following his fellow avenger.

**BGM End**

* * *

**Later at the Briefing Room…**

**BGM-Marvel Ultimate Alliance 3 OST-Earth's Mightiest Tower**

"HUUUUUH? A third team of Avengers?!" Spider-Man shouted in total surprise alongside Sonic, Tails, and Team RWBY after being informed by Captain America.

"That's right." Cap responded calmly to their surprise tone. "To maintain relationships between our universes, me and Tony decided to form another team of Avengers by activating the Dimensional Avengers Initiative. It's a program that we've been discussing for some time, and with ISO-8 increasingly becoming a problem for our dimensions, now it is a better time to initiate that program. You kids will primarily act as liaisons while protecting the borders between our worlds." He explains to the kids their new Avengers Initiative.

"You sure it's a good idea to leave the fate of our universes in the hands of _teenagers_?" Spidey questioned.

"I'm sure, with _you _taking the lead." Cap smiles, appointing Spider-Man as team leader of the Dimensional Avengers.

"Scratch what I said. You _sure_ it's a good idea to leave _me _as leader of these crazed teenagers?" Spidey quipped.

"I have faith that you can handle this. You have free rein to add anyone you want." Cap smiled.

"Like Iron Man and Thor?"

"Not them." Cap denied. "We'll have a team _here_. You'll have a team _there_. You do what you do. We'll do what we do, and knowing the way the world works, we'll probably form another alliance when we have to." He smiled, allowing Peter to operate his team however he would choose.

"I just became a member of _three _Avengers teams in one day. Wow. It really is a new age of heroes. But if I'm team leader, does that mean I can convince Weiss to spare me some cash?" Spidey joked.

"No." Weiss glared at her new team leader.

"This leader stuff is already difficult." Spidey joked.

"You'll get the hang of it. You learned from the best." Ruby smiles at him.

"Like Captain America?" Spidey quipped.

"True. A-And there's also me." Ruby shyly scratches her head as her joke failed.

"I know, kid. Just messing with ya." Peter ruffles her hair, which makes her happy.

"We'll won't let you down, Captain." Tails saluted to the first avenger.

"Dimensional Avengers, huh? Knowing Spidey's luck, we're bound to have exciting adventures pretty soon." Sonic smirked.

"Hooray. I can't wait for them." Spidey remarks sarcastically. "Let's hope the universe doesn't end again while I'm packing my things from Beacon tomorrow." He joked, while accepting his new role as leader of the Dimensional Avengers.

**BGM End**

* * *

**The Next Day, at Remnant…**

Inside his dormroom at Beacon Academy, Peter packs his belongings into his backpack as it's time to move out. With Remnant finally at peace after the Goblin incident, it's time for him to return to his original dimension. He grabs a picture frame depicting him and Team RWBY smiling together and looks at it for a moment. He smiles while reminiscing the good times that he has had in this dimension before packing it inside his backpack.

"That's everything. Time to move out." Peter states as he's ready to leave the school. But before he could step out the door, a mysterious purple fog suddenly encircles his body. "Oh man. Again?" He questioned in annoyance before being teleported away.

**BGM-Sonic 3 & Knuckles OST-Lava Reef Zone Act 2**

The young hero gets transported into Madame Web's dimension while suddenly wearing his costume thanks to her powers. "My, my. How much you have grown during this entire ordeal." Madame Web compliments her young champion.

"Madame Web. It's nice to see you're okay. I know we've had our differences, but, thanks for all your help during that mess with Goblin." Spider-Man thanked, having more respect for Madame Web now.

"Thank _you_, Spider-Man, for stepping up when our worlds needed a champion." Madame Web smiled.

"I didn't do it all alone. I have friends that stuck by me all the way." Spider-Man replied modestly.

"That is true. Before you leave, there are certain individuals that want to say their goodbyes." Madame Web stated.

Suddenly, light and dark lights emit from within the dimension and form into the God of Light and God of Darkness respectively, as each of them stand on one side next to Madame Web. "It's you two. The gods that helped me come back to life." Spider-Man recognizes the gods.

"_You have proven yourself a true hero, Spider-Man. Me and my brother thank you for restoring our reality." _The God of Light thanks to mortal webslinger.

"Just doing my job. So what are you two gonna be doing? Gonna continue your vacation off-planet?" Spidey quipped.

"_Humanity have shown improvements in unification, so I suppose we can continue guiding them in secret while slowly restoring their magical potential." _The Light God answered.

"_There is still that human, Salem, wandering about." _The God of Darkness remarked, wondering about that witch's current motives.

"We kinda let her off the hook since she did help save reality. And the Relics are gone, meaning her plans are foiled. Almost makes me feel bad for her since she was used by Goblin from the beginning." Spidey rubs the back of his head.

"_The Relics are not destroyed. Their essence has chosen you as a vessel of healing and a safe haven after that final confrontation in that dimensional rift." _The Light God explained, essentially saying the Relics are being restored inside Peter's soul.

"Wonderful. I'll be sure to give them to Doctor Strange when I'm tired of this magic weirdness." Spidey quips sarcastically.

"_That's OUR magic you are mocking, boy." _The Dark God retorted.

"I know, I know. It's just that my soul is already crowded with an ancient spider-monster." Peter quips, referring to The Other. "By the way, what happened to the Maidens?" He asked.

"_With the Universal Seed destroyed, their spirits are in the process of locating new hosts." _The Light God answered.

"Now that's good to hear. Think it's time I take my leave." Spidey remarked.

"_Indeed." _The Light God nodded.

"Farewell, Spider-Man. Until we meet again." Madame Web says her goodbyes while sending Spider-Man back to his dormroom.

**BGM End**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Credits Theme**

Outside at the docking bay, Tails is tinkering with his Tornado 2 to make sure it's ready for his interdimensional trip back home. While he's tinkering, Sonic and Knuckles have a friendly conversation with Team RWBY, Team JNPR, Ozpin, Qrow, and Glynda to pass the time and wait for Spider-Man.

Then, Sonic spotted the webslinger swinging towards their location and smiles, "Spidey! It's about time."

"You're late, as usual." Weiss told the webslinger.

"Sorry. Was busy being kidnapped. Guess some people weren't ready to see me leave." Spidey quipped.

"We _are_ gonna miss ya, kid." Qrow grinned.

"I know. But with Gobby in prison, it's time for me to tap out of this world. Have new responsibilities back home as an Avenger." Spider-Man replied.

"You've also become a _fine _Huntsman." Glynda states sincerely with a smile.

"Stop that. I just stuck to the path that I believed in. That's all." Spidey sheepishly scratches his cheek.

"And thanks to that path, you have saved our world and instigated a new age. Remnant will _never _forget your heroics." Ozpin smiled, shaking hands with the greatest hero he has ever meet in his eternal life.

After shaking hands with the headmaster, Peter is suddenly tackled and hugged by a sobbing Nora, "Nooo! I'm gonna miss you and Thor so much! You guys were so fun to hang out with!"

"We'll miss you too, Thunderstrike." Spidey quips, gently patting her back while breaking free from the hug.

"Take care of yourself, Peter." Ren shakes hands with his former classmate.

"You too." Peter replied.

"You are one of my best friends, Peter. I've learned a lot from you. Gonna miss you." Jaune firmly shakes hands with his best friend.

"Yeah. You and Pyrrha play nice with each other." Peter teased, causing both of them to blush in embarrassment.

"Oh stop it, Pete." Pyrrha hugs the webbed jokester.

"Seriously, you guys take care of each other." Peter embraced the hug before breaking off from it.

"We will." Pyrrha smiled.

And before he leaves, Spider-Man is greeted by his now-former team, Team RWBY, and is ready to say goodbye to them. "Guess you'll be removing the P from Team RWBYP." He joked to the girls.

"Guess so." Blake remarked.

"To be fair, you were never around with us half of the time as Peter Parker." Weiss quipped.

"Sorry. And sorry if all of you were traumatized by this insane cosmic adventure that got your universe destroyed and rebuilt from scratch." Spidey jokingly apologizes to his Remnant friends.

"Are you kidding?! That was the most mind-blowing adventure that I had ever experience! It was so much fun! You're amazing!" Yang happily hugs her boyfriend for giving her the best adventure ever.

"That _is _what's written in my business card." Spidey quipped.

The rest of Team RWBY join in to the group hug before their best friend leaves. The five friends embrace each other with tears streaming down their faces while their friends look on smiling. "We'll miss you, Peter." Ruby said sincerely.

"I'll miss you too." Peter replied as they finish their embrace. "Tails, are we ready to leave?" He turns to the two-tailed fox.

"Yup. Hop on, everybody!" Tails jumps into the pilot seat of the Tornado 2 while Knuckles hops into the passenger seat.

"Let's meet up again during the summer. Assuming we don't have any dimensional avenging before then." Spidey said to Team RWBY, while he and Sonic hopped onto the wings of the plane.

"It's a date." Yang smiled.

"Sayonara, Remnant!" Knuckles smiled, saying his goodbyes to the huntsmen of Remnant.

"Bye, guys! Until we meet again!" Ruby smiled at her new friends.

"Alright! Our next adventure awaits us so there's no time to waste! Yeah! We are DIMENSIONAL AVENGERS!" Sonic exclaimed while thrusting a finger to the sky with a smile.

With that exclamation, Tails flies the Tornado 2 high into the air while the huntsmen wave goodbye to their new friends as they watch them leave. Tails opens an interdimensional Warp Ring and flies through it, warping the group to the Sol Dimension. They fly over Southern Island, where they spot Blaze the Cat hanging out with Marine the Raccoon. Blaze notices the Tornado and waves to her friends with a smile, as they wave at her before leaving for another dimension. The group then warp themselves to the Capcom Universe, where they spot Ryu walking along a lonely street in the middle of nowhere and carrying nothing but his duffel bag. The wandering warrior hears the Tornado and spots Team Sonic and Spider-Man. He smiles and gives them a friendly wave, in which they return before warping themselves to Mobius.

"This is our stop." Sonic looks down and sees they are flying over Mobotropolis. "Until our next adventure, Spidey." The hedgehog shares a goodbye bro-fist with the webslinger.

"Yeah. Say hi to Sally and the others for me." Spidey smiled.

"You bet." Sonic smiled.

Using his Webware, Spider-Man opens a portal that links to his dimension. He jumps off the Tornado 2 and waves goodbye to Team Sonic before diving into the portal as it closes. The webslinger warps himself high above New York City, and after skydiving for a little more, he launches a webline onto a building and swings from it. The Amazing Spider-Man hollers in sheer joy, swinging through his home dimension while reminiscing of all the good friends that he has made throughout the multiverse and knows that one day they will meet again.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: That effectively ends **_**Battle for Remnant RX**_**. There is still the "after-credits" chapter, but that's it for this remake. Unlike the original, this story establishes the New Avengers as a thing. If I ever do a **_**Flaming Web of Light and Shadow **_**remake, which is possible, I might have the New Avengers be more involved in that story, but that won't be for a while. Time to return to the "United Universe Saga" and begin writing **_**Galaxy Quest**_**, which will be a crossover between Sonic the Hedgehog and the Guardians of the Galaxy in an epic space adventure. More details coming soon. Thank you for your support during this remake, and I hope you look forward to my future stories.**

**Dragen slayer: I would probably say **_**Cyber Metal Madness **_**is my favorite because I consider it one of my more well-written stories. I enjoyed Peter going to college, becoming a scientist at Horizon Labs, and the fun adventures he had with his friends in each chapter.**

**Tommy: Cinder is **_**one **_**of his rivals. Not his eternal rival. That honor mostly goes to Venom/Anti-Venom.**

**Question of the chapter: What are your overall thoughts on this remake? What was your favorite chapter? Moment? Your least favorite chapter? Moment?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	81. Epilogue: End of the Beginning

_Epilogue: End of the Beginning_

**The Negative Zone, Prison 42**

To ensure a diabolical maniac like Norman Osborn never threatens the world again, he was locked up in Prison 42, a super maximum security prison for the most dangerous criminals in the Negative Zone, which is an antimatter alien dimension. In his cell, Osborn sits behind an impenetrable energy field while wearing an orange jumpsuit and an aura-genetic suppressor collar that inhibits his powers. He sits in his cell in silence, no doubt pondering on his revenge once he finds a way to break free. Until then, he's greeted by an enthusiastic guest that sounds painfully familiar.

"Yoohoo! Normie!"

Osborn scowls, turning his head to the person standing outside of his cell who happens to be his arch-nemesis, Spider-Man. "Sup. Been a while." Spidey enthusiastically mocks his imprisoned nemesis.

"What are you doing here?" Norman calmly asked, as he doesn't have time for games.

"Was helping the Avengers imprison Blaaster after he tried to destroy the city. Thought I'd check up on you before I leave. How's prison food doing ya?" Spidey quipped.

"You should've killed me." Norman replied stoically.

"That bad, huh?" Spidey quipped, mocking him about the prison food.

"You had the powers of a god, and yet you still let me live. You'll regret that." Osborn threatened calmly.

"Probably. But it's like I told you before, Norman. I'm just a man who wants to do what's right. And you have been a prisoner of your own selfish endeavors. You've brought this upon yourself." Spidey casually responded.

"Peter. You would have been my trusted heir. The universe could have been ours. Recreated into the _perfect _universe. New York. Vale. Either one could've been the capital of an Osborn empire." Osborn conversed, failing to persuade Peter to understand his cause.

"I like the universe just fine the way it is, Norman. You can't give us our future. We've got to fight for it ourselves. Or we won't treasure the world we've got. We'll take it for granted. Struggling. _Really _earning it. That's the only way to appreciate being alive. To create a better world." Spidey replied.

"Is that your _best _answer?" Osborn responded indifferently. "You're most definitely one of _my _creations. I've always been driven, but you pushed me on more than anyone ever could. I thank you, Peter, for being my enemy. You can have your gentle peace…and leisurely ROT in it!" He glared at his most worthy adversary.

"I'll do that. Goodbye, Norman." Spidey quipped, gesturing a simple wave to his cell before exiting the prison.

* * *

**Manhattan**

**BGM-Marvel's Spider-Man (PS4) OST-Spider-Man**

"Wow. Even in the most secured prison in the multiverse, that Osborn doesn't know when to quit." Human Torch remarks, sitting and chatting next to Spider-Man on top of the Empire State Building.

"If he breaks out again, I'll be there to stop him like always." Spidey said before standing up and overlooking the beautiful city, "Y'know, for so long, I've thought I never got any breaks. But now, after all I've been through, for once, I LIKE my life. I like myself. And for the first time ever, I wouldn't want to change anything about me." He smiled behind his mask.

Johnny scoffs with a smile, "You've grown into a real _man_, Spider-Man. The girls must've had an impact on ya. Can't blame you. They were pretty cute. Think you could hand me Weiss' phone number?"

"She'd probably kill me, but sure. _Assuming _you can win a race against my Extreme Gear." Spidey grabs ahold of his Extreme Gear that he left on the floor next to his feet.

"Heh. You're on! FLAME on!" Torch envelops himself in flames while accepting the challenge.

Torch immediately flies down the building just as Spider-Man hops atop of his Gear to catch up. The two best friends holler in joy while racing each other over the streets of the city. They fly pass a coffee shop, where they didn't spot Cinder Fall's little team hanging out at an outside table.

"Aw man. I want to ride on a hoverboard." Mercury Black complained after looking at Spidey's Extreme Gear.

"You'd probably trip on one halfway across a sidewalk." Emerald Sustrai joked, which annoys her partner. She turns to Cinder, who is wearing more casual wear while reading a Daily Bugle newspaper about Spider-Man. "Are we ready to go, Cinder?" She asked her boss.

Cinder puts down the newspaper and replies, "I believe so. I'll call Brock and ask if our new apartment is ready." She said, as the group gets up from their chairs and start walking along the sidewalk.

"I'm gonna enjoy living in this world. Alien invasions. Demigods. Definitely my type of dimension." Mercury quipped, revealing that Cinder's team have migrated to Earth to begin their new lives.

"Of course YOU would like this comicbook weirdness." Emerald scoffed.

"He's not the only one. I'm also looking forward living in this universe. Who knows what it has in store for us, or what _we _have in store for it." Cinder remarks with an ominous smile, as the group continue exploring their new home.

**BGM End**

* * *

**Meanwhile at Stokerstov, Transylvania…**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Ending Theme 4**

Cinder's team isn't the only ones who migrated to Earth. Standing atop of a decrepit manor while overlooking the creepy land of Transylvania is Salem herself. She had moved her operations to this dimension for a new, mysterious purpose. The dark witch converses with herself, "Thanks to recent events, my original plan regarding the Relics were foiled thanks to Osborn. But this episode with him has truly opened my eyes. There are so many opportunities to be had on so many different worlds…"

With but a thought, she summons a purple ISO-8 crystal into her hand to stare at, "ISO-8…Cosmic Emeralds…That 'Venom' creature…This world is teetered to the brim with items that could lead to humanity's destruction. Rest easy, Avengers. Huntsmen. _Spider-Man_. You've earned it. But know once you have rested, I will be _here_ waiting for _you_. And I can't wait to watch you all _burn_." Salem proclaimed with an ominous threat that could lead to the next dimensional disaster.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride**

**KFX Here: Cinder's team and Salem have officially moved into the Marvel Universe. This is all just setting up the events of **_**Flaming Web of Light and Shadow**_**. One day, a remake of that story will happen. But enough about the past. It's time to move on to the future. To the great beyond in **_**Galaxy Quest**_**.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


End file.
